Common use of Default on Senior Indebtedness Clause in Contracts

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may not make make, and neither the Trustee or any Holder may accept, any payment upon or with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (except b) regularly scheduled payments of principal in such subordinated securitiesrespect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may not acquire from be made by the Company or any Restricted Subsidiary or received by the Trustee or any Noteholder any Note for cash or property Holder if: (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (ai) a default in the payment of the principal ofprincipal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace grace; or (a "Payment Default"); or (bii) a default, any other than a Payment Default, on Senior Indebtedness default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a written notice of the such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or Representatives waived or otherwise has ceased to exist, and (2) in the case of holders a non-payment default, the earlier of at least the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a majority "Payment Blockage Period"), unless, in principal amount the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness then outstandingshall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No Nonpayment Default non-payment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new Notice unless the same shall have ceased to exist for a period of payment blockage may be commenced within 360 days after at least 60 consecutive days. Following the receipt by the Trustee expiration of any prior period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice. The , the Company may will be obligated to resume making any and shall resume all required payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of Notes, including without limitation any missed payments, unless either a Payment Default, upon the date on which the payment default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless existence the maturity of such any Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of and such payment or acquisitionacceleration remains in full force and effect.

Default on Senior Indebtedness. The Company may not make any payment upon of the principal of or interest on or any other amount owing in respect of the Notes (except in such subordinated securities) Securities or any Coupons and may not acquire from the Trustee any Securities or any Noteholder any Note Coupons for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which accelerate the maturity thereof; and (2) unless such default relates to accelerate its maturity (a "Nonpayment Default") and failure by the Trustee receives a notice Company to make any payment in respect of the default such Senior Indebtedness when due or within any applicable grace period (a "Payment Blockage NoticeDefault") from ), such default is either the Representative subject of judicial proceedings or Representatives the Company receives notice of holders of at least the default. If the Company receives any such notice, then a majority in principal amount similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 1704. The Company may and shall resume payments on the Securities and distributions in respect of the Notes any Coupons and may acquire them upon the earlier ofSecurities or Coupons if and when: (A) (i) 135 days pass after, in the case of a Payment Default, upon the later of the date on such payment was due and the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Company, as the case may be, and (ii) the Senior Indebtedness in respect of which such default exists has not been declared due and payable in its entirety within such 135 day period or, if declared due and payable, such declaration has been rescinded, waived or annulled; or (B) the default with respect to the Senior Indebtedness is cured or waived; and this Article Seventeen otherwise permits the payment or acquisition at that time. In the event that, or (ii) notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security or Coupon prohibited by the foregoing provisions of this Section 1704, then and in such event such payment shall, to the case extent permitted by law, be held in trust for the benefit of a Nonpayment Default, 179 days after and be paid over and delivered forthwith to the date on holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which the applicable Payment Blockage Notice is received, unless the maturity of any instruments evidencing such Senior Indebtedness has may have been accelerated, if issued. The provisions of this Article XV otherwise permits the payment, distribution or acquisition at the time of such Section 1704 shall not apply to any payment or acquisitionwith respect to which Section 1702 would be applicable.

Default on Senior Indebtedness. The Company may not make Upon the final ------------------------------ maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all such Senior Indebtedness shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment upon is made by Xxxx XX or in respect any person acting on behalf of Xxxx XX on account of the Notes (except in such subordinated securities) and may not acquire from principal, premium or Liquidated Damages, if any, or interest of the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until Securities. Until all Senior Indebtedness has been paid in full full, in cash or cash equivalents, Xxxx XX may not, directly or indirectly, make any payment of principal, premium or Liquidated Damages, if any, or interest on the Securities and may not acquire any Securities for cash or property or make any other distribution with respect to the Securities if: (ai) a default in the payment of the principal of, premium, if any, or interest on or the payment of other amounts due under or in connection with any Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default")) unless and until such default has been cured or waived; or (bii) a default, other than a Payment Default, on any Senior Indebtedness occurs and is continuing that then permits the holders (or the agent) of the such Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Non- Payment Default") ), and such default is either the subject of judicial proceedings or the Trustee receives and such Paying Agent receive a notice of the default from a person who may give it pursuant to Section 10.11 at least two Business Days prior to the relevant payment date; provided, however, that only one such notice relating to the same event of default or any other default existing at the time of such notice under the Senior Indebtedness may be given during any 365 consecutive day period. Xxxx XX shall resume payments on the Securities and may acquire them upon the earlier of when (a) the default is cured or waived or (b) in the case of a default referred to in Section 10.03(ii) above, the 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non- Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding). No Nonpayment Default that In addition, no default which existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice Period with respect to the Trustee shall be, Senior Indebtedness and which was known to the holders (or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (iagent) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been acceleratedon such date of commencement shall be made the basis for the commencement of a second Payment Blockage Period by the holders (or the agent) of such Senior Indebtedness whether or not within a period of 365 consecutive days unless and until all scheduled payments of principal, and/or premium and Liquidated Damages, if this Article XV otherwise permits any, or interest then due and payable have been made on the payment, distribution or acquisition at the time of such payment or acquisitionSecurities.

Default on Senior Indebtedness. The Company Issuer may not make any payment upon of the principal of or interest on or any other amount owing in respect of the Notes (except in such subordinated securities) Securities or any Coupons and may not acquire from the Trustee any Securities or any Noteholder any Note Coupons for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which accelerate the maturity thereof; and (2) unless such default relates to accelerate its maturity (a "Nonpayment Default") and failure by the Trustee receives a notice Issuer to make any payment in respect of the default such Senior Indebtedness when due or within any applicable grace period (a "Payment Blockage NoticeDefault") from ), such default is either the Representative subject of judicial proceedings or Representatives the Issuer receives notice of holders of at least the default. If the Issuer receives any such notice, then a majority in principal amount similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness then outstandingshall not be effective for purposes of this Section 13.4. No Nonpayment Default that existed or was continuing The Issuer may resume payment on the date of delivery of Securities and any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes Coupons and may acquire them upon the earlier ofSecurities or Coupons if and when: (A) (i) 135 days pass after, in the case of a Payment Default, upon the later of the date on such payment was due and the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Issuer, as the case may be, and (ii) the Senior Indebtedness in respect of which such default exists has not been declared due and payable in its entirety within such 135 day period or, if declared due and payable, such declaration has been rescinded, waived or annulled; or (B) the default with respect to the Senior Indebtedness is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.; and

Default on Senior Indebtedness. The Company Issuer may not make any payment upon of the principal of or interest on or any other amount owing in respect of the Notes (except in such subordinated securities) Securities or any Coupons and may not acquire from the Trustee any Securities or any Noteholder any Note Coupons for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which accelerate the maturity thereof; and (2) unless such default relates to accelerate its maturity (a "Nonpayment Default") and failure by the Trustee receives a notice Issuer to make any payment in respect of the default such Senior Indebtedness when due or within any applicable grace period (a "Payment Blockage NoticeDefault") from ), such default is either the Representative subject of judicial proceedings or Representatives the Issuer receives notice of holders of at least the default. If the Issuer receives any such notice, then a majority in principal amount similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 13.4. The Company Issuer may and shall resume payments on the Securities and distributions in respect of the Notes any Coupons and may acquire them upon the earlier ofSecurities or Coupons if and when: (A) (i) 135 days pass after, in the case of a Payment Default, upon the later of the date on such payment was due and the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Issuer, as the case may be, and (ii) the Senior Indebtedness in respect of which such default exists has not been declared due and payable in its entirety within such 135 day period or, if declared due and payable, such declaration has been rescinded, waived or annulled; or (B) the default with respect to the Senior Indebtedness is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.; and

Default on Senior Indebtedness. The Company may not make (a) No payment or distribution of any payment upon or in respect assets of the Notes (except Company of any kind or character, whether in such subordinated securities) and may not acquire from the Trustee Cash, property or any Noteholder any Note for cash or property securities (other than securities that are subordinated payments in the form of Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of or interest, on the Securities or on account of the purchase, redemption or other acquisition of Securities upon the occurrence of any Payment Default until such Payment Default shall have been cured or waived in writing or shall have ceased to at least exist or the same extent as the Note senior indebtedness giving rise to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has such Payment Default shall have been discharged or paid in full if: in Cash or Cash equivalents (a) a default or otherwise to the extent Holders accept satisfaction of amounts due by settlement in the payment of the principal of, premium, if any, other than Cash or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"Cash equivalents); or. (b) a defaultNo payment or distribution of any assets of the Company of any kind or character, whether in Cash, property or securities (other than payments in the form of Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of or interest, on the Securities or on account of the purchase, redemption or other acquisition of Securities during a Payment Blockage Period arising as a result of Non-Payment Default, on Senior Indebtedness occurs and is continuing that permits . A "Payment Blockage Period" will commence upon the date of receipt by the Trustee of written notice from the representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (1) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (2) the date on which such default relates Non-Payment Default is cured, waived or ceases to accelerate its maturity exist; (a "Nonpayment Default"3) and the date on which such Designated Senior Indebtedness is discharged or paid in full; or (4) the date on which such Payment Blockage Period shall have been terminated by written notice to the Trustee receives a notice or the Company from the representative initiating such Payment Blockage Period; after which the Company will resume making any and all required payments in respect of the default (a "Securities, including any missed payments. No more than one Payment Blockage Notice") from the Representative or Representatives Period may be commenced during any period of holders of at least a majority in principal amount of Senior Indebtedness then outstanding365 consecutive days. No Nonpayment Non-Payment Default that existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice to the Trustee Period shall be, or can be made, the basis for the commencement of a subsequent Payment Blockage Notice. No new Period, unless such Non-Payment Default has been cured or waived for a period of payment blockage may be commenced within 360 not less than 90 consecutive days after subsequent to the receipt by the Trustee commencement of any prior such initial Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionPeriod.

Default on Senior Indebtedness. The (a) No payment of principal (including redemption payments) or interest on the Securities may be made (i) if any Senior Indebtedness of the Company may is not make paid when due and any applicable grace period with respect to a payment default on Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist, or (ii) if the maturity of any Senior Indebtedness of the Company has been accelerated because of a default and either such acceleration has not been rescinded or such Senior Indebtedness has not been repaid in accordance with its terms. (b) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of paragraph (a) of this section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of holders of such Senior Indebtedness (a "Default Notice"), then, unless and until such default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist, no payment of principal (including redemption payments) or interest on the Securities of such series or to acquire any of such Securities or on account of the redemption provisions of the Securities of such series; provided, however, that this paragraph (b) shall not prevent the making of any payment upon or (which is not otherwise prohibited by paragraph (a)) for more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of the Notes (except which such event of default exists has been declared due and payable in its entirety, in which case no such subordinated securities) and payment may not acquire from the Trustee be made until such acceleration has been rescinded or any Noteholder any Note for cash annulled or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all such Senior Indebtedness has been paid in full if:full. (ac) a default In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this section, such payment shall be held in trust for the payment of the principal benefit of, premiumand shall be paid over or delivered to, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice their respective representatives, or to the Trustee shall betrustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, or be madeas their respective interests may appear, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt as calculated by the Trustee of Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect concurrent payment or distribution to or for the benefit of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness has been acceleratedIndebtedness, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such before any payment or acquisitiondistribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company may not make any payment upon or distribution to the Trustee or any Holders in respect of Obligations with respect to the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder Holder any Note Notes for cash or property (other than securities Indebtedness that are is subordinated to at least the same extent as the Note Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness) until all Obligations with respect to the Senior Indebtedness has have been paid in full if: (ai) a default in the payment of any Obligations with respect to the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits the holders of the such Senior Indebtedness as to which such default relates to accelerate its maturity or the maturity of which has been accelerated; (a "Nonpayment Default"ii) and the Trustee Company receives a notice of or has actual knowledge of a default, other than a payment default, under any Senior Indebtedness permitting an acceleration thereof or that would permit an acceleration thereof with the default giving of notice or the passage of time or both, but payments may and shall thereafter be resumed if such payment is then otherwise permitted by the Indenture and the maturity of such Senior Indebtedness has not been or does not remain accelerated; (iii) the Company receives a "Payment Blockage Notice") notice from the Representative or Representatives of holders of at least a majority in aggregate principal amount of the Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing Notes of a default thereon, but payments may and shall thereafter be resumed upon such time as the default is cured; or (iv) any judicial proceeding shall be pending with respect to a default on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage NoticeSenior Indebtedness. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which when the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, waived if this Article XV otherwise permits the payment, distribution payment or acquisition at the time of such payment or acquisition; provided that such payments and distributions with respect to Notes will again be subject to the limitations of this Section 10.3 if a subsequent default under the same provisions of the instrument governing Senior Indebtedness occurs after a similar default has been cured or waived, except that in no event shall the same set of facts give rise to more than one 180-day period under clause (ii) above, and except that payments in respect of the Notes may not be delayed by this Section 10.3 more than once in respect of the same issue of Senior Indebtedness or more than once during any 360 consecutive days with respect to any or all issues of Senior Indebtedness.

Default on Senior Indebtedness. The Company may not make any payment upon of the Principal Amount at Maturity, Issue Price, Accrued Original Issue Discount, Redemption Price, Trigger Event Purchase Price, contingent interest, if any, or interest, if any, in respect of the Notes (except in such subordinated securities) and Securities nor may not the Company pay cash with respect to the Purchase Price or Trigger Event Purchase Price or acquire from the Trustee or any Noteholder any Note Securities for cash or property (except as otherwise provided by Article 11 and other than securities that are subordinated to at least for Common Stock of the same extent as the Note to Senior Indebtedness and Company) if: (1) a payment default on any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs occurred and is continuing beyond any applicable grace period of grace with respect thereto; or (a "Payment Default"); or (b2) a default, default (other than a Payment Default, default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its the maturity (a "Nonpayment Default") thereof and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 10.04. The Company may and shall resume payments payment on and distributions in respect of the Notes Securities and may acquire them upon Securities if and when: (A) the earlier of: default referred to above is cured or waived; or (iB) in the case of a Payment Default, upon default referred to in clause (2) of the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Defaultpreceding paragraph, 179 or more days pass after the date on which receipt by the applicable Payment Blockage Notice is received, unless Company of the maturity of such Senior Indebtedness has been accelerated, if notice described in clause (2) above; and this Article XV 10 otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment or acquisitionof cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the event of an occurrence of the events described in this Section 10.04. The provisions of this Section shall not apply to any payment with respect to which Section 10.02 would be applicable.

Default on Senior Indebtedness. The Company may not make (a) No payment or distribution of any payment upon or in respect assets of the Notes (except Company of any kind or character, whether in such subordinated securities) and may not acquire from the Trustee cash, property or any Noteholder any Note for cash or property securities (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default payments in the payment form of Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of, premiumof or interest or liquidated damages, if any, on the Securities or interest on Senior Indebtedness occurs and is continuing beyond account of the purchase, redemption or other acquisition of Securities upon the occurrence of any applicable period Payment Default until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or the senior indebtedness giving rise to such Payment Default shall have been discharged or paid in full in cash or cash equivalents (or otherwise to the extent Holders accept satisfaction of grace (a "Payment Default"amounts due by settlement in other than cash or cash equivalents); or. (b) a defaultNo payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than payments in the form of Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of or interest or Liquidated Damages, if any, on the Securities or on account of the purchase, redemption or other acquisition of Securities during a Payment Blockage Period arising as a result of Non-Payment Default, on Senior Indebtedness occurs and is continuing that permits . A " Payment Blockage Period" will commence upon the date of receipt by the Trustee of written notice from the representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (1) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (2) the date on which such default relates Non-Payment Default is cured, waived or ceases to accelerate its maturity exist; (a "Nonpayment Default"3) and the date on which such Designated Senior Indebtedness is discharged or paid in full; or (4) the date on which such Payment Blockage Period shall have been terminated by written notice to the Trustee receives a notice or the Company from the representative initiating such Payment Blockage Period; after which the Company will resume making any and all required payments in respect of the default (a "Securities, including any missed payments and Liquated Damages, if any. No more than one Payment Blockage Notice") from the Representative or Representatives Period may be commenced during any period of holders of at least a majority in principal amount of Senior Indebtedness then outstanding365 consecutive days. No Nonpayment Non-Payment Default that existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice to the Trustee Period shall be, or can be made, the basis for the commencement of a subsequent Payment Blockage Notice. No new Period, unless such Non-Payment Default has been cured or waived for a period of payment blockage may be commenced within 360 not less than 90 consecutive days after subsequent to the receipt by the Trustee commencement of any prior such initial Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionPeriod.

Default on Senior Indebtedness. The Company may not make If there occurs an event of default that has been declared in writing with respect to any Senior Indebtedness, or there exists an event of default under the terms of the instrument pursuant to which any Senior Indebtedness is outstanding, permitting the holder of such Senior Indebtedness to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full, no payment upon or shall be made in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment principal of the principal of, premium, if any, or interest on Senior Indebtedness occurs this Note, and is continuing beyond any applicable period no acceleration of grace this Note shall be permitted, unless within one hundred eighty (a "Payment Default"); or 180) days (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice may be extended pursuant to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days next sentence) after the receipt by the Trustee happening of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect such event of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness shall not have been accelerated. If during any such 180-day period one or more additional events of default under the Senior Indebtedness shall occur after the 151st day of such period, such 180-day period shall be extended for 30 additional days and no payment on or acceleration of this Note shall be permitted during the period as so extended; provided that no such period shall exceed an aggregate of 210 days. If a 180-day (as extended) period as described in the two preceding sentences shall have occurred, then no additional 180-day period may begin with respect to any event of default under Senior Indebtedness until there shall have been declared or exist an event of default arising following the prior 180-day (as extended) period. Upon the cure, waiver or cessation of existence of an event of default under Senior Indebtedness, or termination of the 180-day (as extended) period, referred to in the first sentence of this Section 7.4, this Note shall not be subject to acceleration in respect of any Event of Default that is not then continuing, and this Note may be accelerated only if there shall then exist an Event of Default which permits the Noteholder to accelerate this Note pursuant to Section 4.2. Allomatic shall provide the Noteholder notice of any event of default that has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time declared in writing with respect to any Senior Indebtedness promptly after receipt by Allomatic of such payment or acquisitionwritten notice of default from its lenders under such Senior Indebtedness.

Default on Senior Indebtedness. The Company may not make Without prejudice to the payment-in-kind interest provisions of the second paragraph of this Note, no payment on account of principal of, premium or interest on, or other amounts due with respect to this Note shall be made, during a single continuous period of 179 days (the "Standstill Period") (x) commencing on the first date on which the Borrower and the Holder have each received written notice from the Designated Representative declaring the commencement of the Standstill Period as a result of (i) there having occurred a default in any payment upon of principal of, premium or in respect interest on, or fees or other expenses incurred to the holders of the Notes Designated Senior Indebtedness with respect to, any Designated Senior Indebtedness beyond any applicable grace period with respect thereto, or (except in such subordinated securitiesii) and may not acquire from the Trustee or any Noteholder any Note for cash or property there having occurred an event of default (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of amounts due thereon) with respect to any Designated Senior Indebtedness, as defined in the principal ofinstrument under which the same is outstanding, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable grace period of grace (a "Payment Default"); or (b) a defaultwith respect thereto, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits permitting the holders of the Senior Indebtedness as to which such default relates thereof to accelerate its the maturity thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist and (a "Nonpayment Default"y) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing ending on the date earliest of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in 179 days following the case commencement of a Payment Defaultsuch period, upon (ii) the date on which all such defaults and events of default are cured, waived or cease to exist, (iii) the date on which the default Designated Senior Indebtedness is cured paid in full or waived, or otherwise discharged or (iiiv) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is receivedStandstill Period shall have been terminated in writing by the Designated Representative, unless after which the maturity Borrower shall promptly resume making any and all required payments in respect of this Note, including any missed payments. In the event that notwithstanding the provisions of this Section 7.3, the Borrower shall during the Standstill Period make any payment of principal of, interest on, or other amounts due with respect to this Note to the Holder after receipt by the Holder of written notice from the Designated Representative of the commencement of the Standstill Period, then such payment shall be held by the Holder in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness has been accelerated, if this Article XV otherwise permits held by them after due written notice of the payment, distribution or acquisition at the time names of such holders and the respective amount of the indebtedness held by such holders) or their representative or representatives, for application to the payment or acquisition.of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all

Default on Senior Indebtedness. The (a) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Payment Default and (2) receipt by the Trustee from the Company may not make or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payment upon payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise, on account of the Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Notes Securities, including any missed payments. (except in such subordinated securitiesb) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Non-payment Default and may not acquire from (2) receipt by the Trustee or any Noteholder any Note for cash or property from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than any payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities that are subordinated to at least (other than Permitted Junior Securities), shall be made by the same extent as Company including by way of set-off or enforcement of any guarantee or otherwise, on account of the Note to Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities for a period (the "Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until (subject to any securities issued blockage of payments that may then be in exchange for Senior Indebtednesseffect under subsection (a) until all of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (x) such Non-payment Default shall have been cured or waived in writing or shall have ceased to exist, (y) such Designated Senior Indebtedness has been discharged or paid in full if: in cash or Cash Equivalents or (az) a default in such Payment Blockage Period shall have been terminated by written notice to the payment Trustee from an authorized representative of the principal of, premium, if any, or interest on holders of Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which initiating such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") Period or from the Representative or Representatives of holders of at least a majority in principal amount of such Designated Senior Indebtedness), after which, in the case of clause (w), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (2) above (the "Initial Blockage Period"). No more than one Payment Blockage Period may be commenced during any period of 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default with respect to Designated Senior Indebtedness then outstanding. No Nonpayment Default that which existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice to Period initiated by an authorized representative of the Trustee holders of Designated Senior Indebtedness for such Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice. No new Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing provisions of this Section, the Company shall make any payment blockage may be commenced within 360 days after to the receipt Trustee (which is not paid over to Holders of Securities) prohibited by the Trustee foregoing provisions of any prior this Section, then and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Notice. The Company may and shall resume payments on and distributions Period, to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, prompt return to the Notes and may acquire them upon the earlier of: (i) in the case Company, or otherwise as a court of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitioncompetent jurisdiction shall direct.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the No direct or indirect payment by or on behalf of the Issuer of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness occurs Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond any applicable period such default shall not have been cured or waived or the benefits of grace (a "Payment Default"); orthis sentence waived by or on of the holders of Senior Indebtedness. (b) a defaultIn addition, other than a Payment Default, on during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as pursuant to which such default relates to accelerate its the maturity (a "Nonpayment Default") thereof may be accelerated, and upon receipt by the Trustee receives a of written notice of the default (a "Payment Blockage Notice") from the Representative a holder or Representatives of holders of at least a majority in principal amount of such Senior Indebtedness then outstandingor the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Issuer on account of or with respect to the Securities, during a period (a "Payment Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360-day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No Nonpayment Default default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Notice to the Trustee shall Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt Period by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured holder or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default has been acceleratedcured or waived for a period of not less than 90 consecutive days. (c) In the event that, if notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Article XV otherwise permits section, such payment shall be held in trust for the paymentbenefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or acquisition at for the time benefit of the holders of such Senior Indebtedness, before any payment or acquisitiondistribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company (a) Upon the final maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all such Senior Indebtedness shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made by Borrower or any Person acting on behalf of Borrower on account of any Junior Debt. (b) Borrower may not make pay any payment upon or in respect of the Notes (except in such subordinated securities) Junior Debt and may not acquire from the Trustee or any Noteholder any Note Junior Debt for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtednesscapital stock of Borrower or Reorganization Securities) until all Senior Indebtedness has been paid in full if: (ai) a default in the payment of the principal of, premium, if any, or interest Payment Default on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that results in the acceleration of the maturity of such Senior Indebtedness or permits holders of such Senior Indebtedness to accelerate its maturity; or (ii) Borrower receives from Lender a notice of a Nonpayment Default ("NONPAYMENT DEFAULT NOTICE"). If subsection 2.14 and the other provisions of this Section 2 otherwise permit the payment or acquisition at that time, Borrower may resume regularly scheduled (unaccelerated) principal payments and interest payments on the Junior Debt and may resume payment of other amounts due on the Junior Debt when the Payment Default or Nonpayment Default referred to in clauses (i) and (ii) above is cured or waived or acceleration of payment of the Senior Indebtedness as is rescinded or annulled. In addition, for purposes of clause (ii) only of this subsection 2.3(b), Borrower may resume payments on the Junior Debt and may acquire Junior Notes when 120 days pass after the Nonpayment Default Notice is given (the "PAYMENT BLOCKAGE PERIOD"); PROVIDED, that the Senior Indebtedness has not been accelerated prior to which termination of such default relates to accelerate its maturity (a "Nonpayment Default") Payment Blockage Period and subsection 2.14 and the Trustee receives a notice other provisions of this Section 2 otherwise permit the payment with respect to the Junior Debt or the acquisition of the default (a "Junior Notes at that time; and PROVIDED, FURTHER, that while any number of such Nonpayment Default Notices may be given during any consecutive 360-day period, the aggregate number of days during which Payment Blockage Notice") from Periods shall be in effect shall not exceed 120 days during any 360- day period. For all purposes of this subsection 2.3, no default which, to the Representative knowledge of Lender or Representatives of holders of at least a majority in principal amount any other holder of Senior Indebtedness then outstanding. No Nonpayment Default that under the Senior Credit Agreement whereby such default arises, existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice. No new Period, whether or not within a period of payment blockage may 360 consecutive days, unless such default shall have been cured or waived for a period of not less than 180 days. Any Nonpayment Default Notice which fails to comply with the provisions of this paragraph shall not be commenced within 360 days after effective for purposes of clause (ii) or otherwise. After the receipt by the Trustee cure or waiver of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon or the date on which the default is cured or waived, or (ii) in the case expiration of a Nonpayment Default, 179 days after the date on which the applicable any Payment Blockage Notice Period (or, if earlier, the cure or waiver of the Nonpayment Default upon which such Payment Blockage Period is receivedbased), unless the maturity any regularly scheduled interest or principal payment not made when due as a result of such Senior Indebtedness has been acceleratedPayment Blockage Period (the "BLOCKED PAYMENTS") may be made, if this Article XV otherwise permits the payment, distribution or acquisition at the time of together with any accrued and unpaid interest with respect to such payment or acquisitionoverdue payment(s).

Default on Senior Indebtedness. The Company No payment (by set-off or otherwise) may not make any payment upon be made by or in respect on behalf of the Notes (except in such subordinated securities) and may not acquire from the Trustee Company or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent a Subsidiary, as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment applicable, on account of the principal of, premium, if any, or interest on the Debentures (including any repurchases of Debentures), or on account of the redemption provisions of the Debentures or any Obligation in respect of the Debentures, for cash or property, (i) upon the maturity of any Senior Indebtedness occurs of the Company or such Subsidiary, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and is continuing beyond until all principal of, premium, if any, and the interest on and fees in respect of such Senior Indebtedness are paid in full in cash or Cash Equivalents, or (ii) in the event of default in the payment of any applicable period principal of, premium, if any, or interest on or fee in respect of grace Senior Indebtedness of the Company or such Subsidiary, as applicable, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist; or provided, however, that nothing in this Section shall prevent the issuance of Secondary Debentures in lieu of a cash payment of any or all interest due on any Interest Payment Date. Upon (bi) a default, the happening of an event of default (other than a Payment Default, on ) that permits the holders of Senior Indebtedness occurs and is continuing that permits holders of the to declare such Senior Indebtedness as to which be due and payable and (ii) written notice of such event of default relates is given to accelerate its maturity (a "Nonpayment Default") the Company and the Trustee receives a notice by the Senior Discount Debentures Trustee, the Senior Bank Representative or the holders of the default an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) from may be made by or on behalf of the Representative Company, if the Company is an obligor on such Senior Indebtedness, or Representatives of holders of at least a majority in principal amount of any Subsidiary which is an obligor under such Senior Indebtedness then outstanding. No Nonpayment Default that existed on account of the principal of, premium, if any, or was continuing interest on the date of delivery Debentures 124 (including any repurchases of any such Payment Blockage Notice to of the Trustee shall beDebentures), or be made, on account of the basis for a subsequent Payment Blockage Notice. No new period redemption provisions of payment blockage may be commenced within 360 days after the receipt by the Trustee of Debentures or any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions Obligation in respect of the Notes and may acquire them upon Debentures, in any such case; provided, however, that nothing in this Section shall prevent the earlier of: (i) issuance of Secondary Debentures in the case lieu of a cash payment of any or all interest due on any Interest Payment DefaultPeriod. Notwithstanding the foregoing, upon unless the date on Senior Indebtedness in respect of which the such event of default is cured or waived, or (ii) exists has been declared due and payable in the case of a Nonpayment Default, its entirety within 179 days after the date on which Payment Notice is delivered as set forth above (the applicable "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and its Subsidiaries shall be required to pay all sums not paid to the Holders of the Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Debentures. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice is received, unless shall be given within a period of any 360 consecutive days and (ii) no default that existed upon the maturity date of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits Payment Notice or the payment, distribution or acquisition at the time commencement of such payment Payment Blockage Period (whether or acquisitionnot such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period.

Default on Senior Indebtedness. (a) The Company and the Guarantors may not make any payment upon or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes (except in such subordinated securities) and the Note Guarantees and may not acquire from the Trustee or any Noteholder Holder any Note Notes for cash or property (other than securities that are subordinated (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessSection 8.01 hereof) until all principal and other Obligations with respect to the Senior Indebtedness has have been paid in full if: (ai) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to Senior Indebtedness occurs and is continuing beyond any applicable grace period of grace (a "Payment Default")in the agreement, indenture or other document governing such Senior Indebtedness; or (bii) a default, other than a Payment Defaultdefault under clause (i), on Senior Indebtedness occurs and is continuing that then permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of Payment Blockage Notice from a Person who may give it pursuant to Section 10.11 hereof. If the default (a "Trustee receives any such Payment Blockage Notice", no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) from the Representative or Representatives of holders of at least a majority 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in principal amount of Senior Indebtedness then outstandingfull in cash. No Nonpayment Default nonpayment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new Notice unless such default shall have been cured or waived for a period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. not less than 90 days. (b) The Company and the Guarantors may and shall resume payments on and distributions in respect of the Notes Notes, and the Note Guarantees and the Company may acquire them the Notes upon the earlier of: (i) in the case of a Payment Defaultdefault referred to in clause (i) of Section 10.03(a) hereof, upon the date on upon which the default is cured or waived, or (ii) in the case of a Nonpayment Defaultdefault referred to in clause (ii) of Section 10.03(a) hereof, 179 upon the earlier of the date which such default is cured or waived or 181 days after the date on which the applicable Payment Blockage Notice is received, unless was received if the maturity of such Senior Indebtedness has not been accelerated, if this Article XV 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may shall not make any pay the principal of, premium (if any) or interest on or other payment upon or obligations in respect of the Notes (except in such subordinated securities) Securities or make any deposit pursuant to Section 8.1 or Section 8.2 and may not acquire from otherwise repurchase, redeem or otherwise retire any Securities (collectively, “pay the Trustee or Securities”) if (i) any Noteholder any Note for Senior Indebtedness is not paid when due in cash or property Cash Equivalents (taking into account any applicable grace periods) or (ii) any other than securities that are subordinated to at least the same extent as the Note to default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any securities issued in exchange for Senior Indebtednesssuch acceleration has been rescinded or (y) until all such Senior Indebtedness has been paid in full if: (a) a default in cash or Cash Equivalents; provided, however, that the payment of Company may pay the principal ofSecurities, premiumwithout regard to the foregoing, if any, the Company and the Initial Holder or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness as with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Initial Holder or the Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such default relates from the Representative(s) of the holders of such Designated Senior Indebtedness specifying an election to accelerate its maturity effect a Payment Blockage Period and ending 179 days thereafter (a "Nonpayment Default"or earlier if such Payment Blockage Period is terminated (i) by written notice to the Initial Holder or Trustee and the Trustee receives a notice Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions of the default (a "immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Notice") from Period (including any missed payments). Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the Representative number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representatives of holders the Bank Indebtedness may give another Blockage Notice within such period. In no event, however, may the total number of at least a majority days during which any Payment Blockage Period or Periods is in principal amount effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of Senior Indebtedness then outstanding. No Nonpayment Default this Section 10.3, no default or event of default that existed or was continuing on the date of delivery the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. No new Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of payment blockage may be commenced within 360 days after the receipt by the Trustee consecutive days, unless such default or event of any prior Payment Blockage Notice. The Company may and default shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is have been cured or waived, or (ii) in the case waived for a period of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionnot less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any payment upon or in respect of the Notes (except in such subordinated securities) deposit pursuant to Section 8.01 and may not acquire otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the Trustee or any Noteholder any Note for cash or property trust described in Section 8.01) (other than securities that are subordinated to at least collectively, "pay the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessSecurities") until all Senior Indebtedness has been paid in full if: if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond or any applicable period other amount owing in respect of grace any Designated Senior Indebtedness of the Company is not paid when due, or (a "Payment Default"); or ii) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (bx) a defaultthe default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full. However, the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a Payment Default, on default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity (effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a "Nonpayment Default") and the Trustee receives a notice of the default period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or Representatives earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02), unless the holders of at least a majority in principal amount of such Designated Senior Indebtedness then outstandingor the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. No Nonpayment Default In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of delivery the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. No new Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of payment blockage may be commenced within 360 days after the receipt by the Trustee consecutive days, unless such default or event of any prior Payment Blockage Notice. The Company may and default shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is have been cured or waived, or (ii) in the case waived for a period of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionnot less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuer may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Notes Subordinated Note Obligations (except in such subordinated securitiesPermitted Junior Securities) until all principal and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note obligations with respect to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has have been indefeasibly paid in full in cash or cash equivalents, if: (a) a default in the payment of the any Senior Indebtedness (including, without limitation, any principal of, premium, if any, or interest on or fees relating to any Senior Indebtedness Indebtedness) occurs and is continuing beyond any applicable period of grace (a "Payment Default"); in the Credit Agreement, Resale Agreement or other agreement or document governing such Senior Indebtedness, or (b) a default, any other than a Payment Default, on Senior Indebtedness default occurs and is continuing with respect to any Senior Indebtedness that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the such default (a "Payment Blockage Notice") from the Representative Issuer or Representatives of the holders of at least any Senior Indebtedness (or their Representative). Payments on the Notes may and shall be resumed (a) in the case of a majority payment default, upon the date on which such default is cured or waived and (b) in principal case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by SBC or 180 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any amount of any Senior Indebtedness then outstandinghas been accelerated. No Nonpayment Default new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments otherwise permitted hereby on the Notes have been paid in full. No nonpayment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new Notice unless such default shall have been waived or cured for a period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionnot less than 180 days.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of pay the principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Notes and may not make any deposit for the purpose of the discharge of its liabilities pursuant to this Indenture and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if: (1) a default in the payment of principal or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default")period; or (b2) a default, any other than a Payment Default, default on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless in either case, (A) the default has been acceleratedcured or waived and any such acceleration has been rescinded, if this Article XV otherwise permits or (B) such Senior Indebtedness has been paid in full. During the paymentcontinuance of any default (other than a default described in clause (1) or (2) of the preceding paragraph) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, distribution or acquisition at the time Company may pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such payment default from the representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days thereafter, or acquisition.earlier if such Payment Blockage Period is terminated: (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice; (2) by repayment in full of such Designated Senior Indebtedness; or

Default on Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any payment upon or in respect of the Notes (except in such subordinated securities) deposit pursuant to Section 8.01 and may not acquire otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the Trustee or any Noteholder any Note for cash or property trust described in Section 8.01) (other than securities that are subordinated to at least collectively, "pay the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessSecurities") until all Senior Indebtedness has been paid in full if: if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond or any applicable period other amount owing in respect of grace any Designated Senior Indebtedness of the Company is not paid when due, or (a "Payment Default"); or ii) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (bx) a defaultthe default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full. However, the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a Payment Default, on default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity (effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a "Nonpayment Default") and the Trustee receives a notice of the default period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or Representatives earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02), unless the holders of at least a majority in principal amount of such Designated Senior Indebtedness then outstandingor the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. No Nonpayment Default Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of the Company other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of delivery the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. No new Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of payment blockage may be commenced within 360 days after the receipt by the Trustee consecutive days, unless such default or event of any prior Payment Blockage Notice. The Company may and default shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is have been cured or waived, or (ii) in the case waived for a period of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionnot less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not make a ------------------------------ Conversion Payment or make any payment upon of the Principal Amount at Stated Maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Change in Control Purchase Price or interest, if any, in respect of the Notes (except in such subordinated securities) and Securities nor may not the Company pay cash with respect to the Purchase Price or acquire from the Trustee or any Noteholder any Note Securities for cash or property (except as otherwise provided by Article XI and other than securities that are subordinated to at least for Capital Stock of the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessCompany) until all Senior Indebtedness has been paid in full if: (a1) a payment default in the payment of the principal of, premium, if any, or interest on any Senior Indebtedness occurs has occurred and is continuing beyond any applicable grace period of grace (a "Payment Default")with respect thereto; or (b2) a default, default (other than a Payment Default, default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its the maturity (a "Nonpayment Default") thereof and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 10.04. The Company may and shall resume payments payment on and distributions in respect of the Notes Securities and may acquire them upon the earlier ofSecurities if and when: (ia) the default referred to above is cured or waived; or (b) in the case of a Payment Default, upon default referred to in clause (2) of the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Defaultpreceding paragraph, 179 or more days pass after the date on which receipt by the applicable Payment Blockage Notice is received, unless Company of the maturity of such Senior Indebtedness has been accelerated, if notice described in clause (2) above; and this Article XV X otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or acquisitionon behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. The Company may shall not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of ------------------------------ pay the principal of, premium, premium (if any, ) or interest on or other amounts with respect to the Securities or make any deposit pursuant to Section 8.1 or ----------- repurchase, redeem or otherwise retire any Securities ("pay the Securities") if (i) any Senior Indebtedness occurs and of the Company is continuing beyond not paid ------------------ when due in cash or Cash Equivalents or (ii) any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, default on Senior Indebtedness of the Company occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been acceleratedcured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness of the Company has been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness of the Company with respect to which either of the events set forth in clause (i) or (ii) of this Article XV otherwise permits sentence has occurred or is continuing. During the paymentcontinuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, distribution or acquisition at the time Company may not pay the Securities for a period (a "Payment ------- Blockage Period") commencing upon the receipt by the Trustee (with a copy to the --------------- Company) of written notice (a "Blockage Notice") of such payment default from the --------------- Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or acquisitionearlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions of the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period.

Default on Senior Indebtedness. The Company may not make any payment upon of the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or interest, if any, in respect of the Notes (except in such subordinated securities) Securities and may not acquire from the Trustee or any Noteholder any Note Securities for cash or property (except as otherwise provided by Article 11 and other than securities that are subordinated to at least for Capital Stock (including cash in lieu of any fractional shares) of the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessCompany) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its maturity maturity; and (a "Nonpayment Default"2) and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 10.04. The Company may and shall resume payments on and distributions in respect of the Notes Securities and may acquire them upon the earlier ofSecurities if and when: (iA) in the case of a Payment Default, upon the date on which the default is cured or waived, ; or (iiB) in the case of a Nonpayment Default, 179 120 or more days pass after the date on which receipt by the applicable Payment Blockage Notice Company of the notice described in clause (2) above and the default is received, unless not then the maturity subject of such Senior Indebtedness has been accelerated, if judicial proceedings; and this Article XV 10 otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 10.04, and if such fact then shall have been known or thereafter shall have been made known to the Trustee or such Holder, as the case may be, pursuant to the terms of this Indenture, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or acquisitionon behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. The (a) If any Senior Indebtedness of the Company is not paid when due, the Company may not not: (i) pay, directly or indirectly, principal of, premium (if any) or interest on the Securities or any other Obligations under or in connection with the Securities, this Indenture and/or any related agreements, documents or instruments; (ii) make any payment upon deposit pursuant to Article 8; or in respect of (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the Notes (except in Subordinated Debt") unless the default shall have been cured or waived or such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); orcash. (b) a default, If any default on any Senior Indebtedness of the Company (other than a Payment Default, on as set forth in Section 10.3(a)) occurs and such Senior Indebtedness occurs is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and is continuing that permits holders any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness as with respect to which such default relates to accelerate its maturity (a "Nonpayment Default"either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the Trustee receives continuance of any default (other than a notice default described in Sections 10.3(a) and (b)) with respect to any Designated Senior Indebtedness of the default Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commencing upon the receipt by the Trustee (with a copy to the Company) of any prior written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full). The Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may and shall resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any consecutive 365-day period, irrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and distributions the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Senior Indebtedness pursuant to this Section, the Trustee shall deliver to each Representative of any class of Senior Indebtedness copies of the most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Senior Indebtedness (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, or has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable) before the Holders shall be entitled to receive any payment in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionSecurities.

Default on Senior Indebtedness. The Company may not ------------------------------- pay the principal of, premium (if any) or interest on the Securities or make any payment upon or in respect of the Notes (except in such subordinated securities) deposit pursuant to Section 8.01 and may not acquire from otherwise repurchase, redeem or otherwise retire any Securities (collectively, "pay the Trustee or any Noteholder any Note for cash or property (Securities"), other than securities that are subordinated to at least payments made with money or U.S. Government Obligations previously deposited in the same extent as the Note to defeasance trust described under Article 8, if (i) any Designated Senior Indebtedness of the Company is not paid when due or (ii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any securities issued in exchange for Senior Indebtednesssuch acceleration has been rescinded or (y) until all such Designated Senior Indebtedness has been paid in full if: (a) a default in full; provided, however, that the Company may pay -------- ------- the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the principal of, premium, if any, events set forth in clause (i) or interest on Senior Indebtedness occurs (ii) of this sentence has occurred and is continuing beyond continuing. During the continuance of any applicable period of grace default (a "Payment Default"); or (b) a default, other than a Payment Default, on default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity (effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a "Nonpayment Default") and the Trustee receives a notice of the default period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or Representatives earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03), unless the holders of at least a majority in principal amount of such Designated Senior Indebtedness then outstandingor the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. No Nonpayment Default Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice -------- ------- within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided -------- further, however, that in no event may the total number of days during which any ------- ------- Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of delivery the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. No new Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of payment blockage may be commenced within 360 days after the receipt by the Trustee consecutive days, unless such default or event of any prior Payment Blockage Notice. The Company may and default shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is have been cured or waived, or (ii) in the case waived for a period of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionnot less than 90 consecutive days.

Default on Senior Indebtedness. The Company (a) Neither the Issuer of a Subordinated Series nor the Guarantors of a Subordinated Series may not pay the principal, premium, if any, and interest on or other amounts with the Securities of a Subordinated Series or make any payment upon or in respect of the Notes (except in such subordinated securities) deposit pursuant to Section 8.01 and may not acquire from repurchase, redeem or otherwise retire any Securities of such Subordinated Series (collectively, "pay the Trustee or Subordinated Series") if (1) any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness as to such series is not paid when due or (2) any other default on Senior Indebtedness as to such series occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the default has been cured or waived and any securities issued in exchange for Senior Indebtednesssuch acceleration has been rescinded or (B) until all such Senior Indebtedness has been paid in full if:full. (ab) The Issuer of a default in Subordinated Series and the Guarantors of a Subordinated Series may pay the Subordinated Series without regard to the provisions of Section 11.03(a) if the Company, such Issuer, such Guarantors and the Trustee of such Subordinated Series receive written notice approving such payment of from the principal of, premiumRepresentatives, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as with respect to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice either of the events set forth in clause (1) or (2) of Section 11.03(a) has occurred or is continuing. (c) During the continuance of any default (other than a default described in clause (1) or (2) of Section 11.03(a)) with respect to any [DESIGNATED SENIOR INDEBTEDNESS] pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, neither the Issuer of the Subordinated Series nor the Guarantors of the Subordinated Series may pay the Subordinated Series for a period (a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commencing upon the receipt by the Trustee (with a copy to such Issuer and such Guarantors) of any prior written notice (a "Blockage Notice") of such default from the Representative, if any, of such [DESIGNATED SENIOR INDEBTEDNESS] specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee, such Issuer and such Guarantors from the Person or Persons who gave such Blockage Notice. The Company may and shall resume payments on and distributions , (2) by repayment in respect full of the Notes and may acquire them upon the earlier of: such [DESIGNATED SENIOR INDEBTEDNESS] or (i3) in the case of a Payment Default, upon the date on which because the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment giving rise to such Blockage Notice is receivedno longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such [DESIGNATED SENIOR INDEBTEDNESS] or the Representative, if any, of such holders shall have accelerated the maturity of such Senior Indebtedness has been accelerated[DESIGNATED SENIOR INDEBTEDNESS], if this Article XV otherwise permits such Issuer and such Guarantors may resume payments on the payment, distribution or acquisition at the time Securities of such payment or acquisitionSubordinated Series after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of Defaults with respect to [DESIGNATED SENIOR INDEBTEDNESS] during such period.

Default on Senior Indebtedness. The In the event and during the continuation of any default by the Company may not make any in the payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee principal, premium, interest or any Noteholder other payment due on any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued continuing beyond the period of grace, if any, specified in exchange for the instrument evidencing such Senior Indebtedness) , unless and until all such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Indebtedness has been paid in full if: (a) accelerated because of a default in default, then no payment shall be made by the payment of Company with respect to the principal ofof (including redemption payments, if any), premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond the Securities. In the event of any applicable period of grace default (a "Payment Default"); or (b) a default, other than a Payment Defaultdefault described in the immediately preceding paragraph) by the Company under the terms of any instrument evidencing any Senior Indebtedness, on continuing beyond the period of grace, if any, specified in such instrument, written notice of which default shall have been given by any holder of such Senior Indebtedness occurs to the Trustee, unless and until the earlier of (i) such default shall have been cured or waived or shall have ceased to exist, or (ii) the continuation of such default for a period of one hundred eighty days after notice of the occurrence of such default shall have been given to the Trustee, no payment shall be made by the Company with respect to the principal of (including redemption payments, if any), premium, if any, or interest on the Securities. Notwithstanding anything contained herein to the contrary, so long as the Company shall be prohibited from making any payment on account of the Securities pursuant to the foregoing paragraphs, neither the Trustee nor any Holders shall take any action to (i) collect, demand payment of or accelerate any of the Securities, (ii) foreclose or otherwise realize upon any security for the Securities, (iii) initiate against the Company any proceeding under any bankruptcy, reorganization, moratorium, insolvency or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally, or (iv) exercise any of their other rights or remedies against the Company under this Indenture or otherwise, unless and until a proceeding shall have been commenced against the Company under any bankruptcy, reorganization, moratorium, insolvency or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is continuing prohibited by the preceding paragraph of this Section 1202, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (or their representative or representatives or a "Nonpayment Default"trustee) and notify the Trustee receives a notice in writing within 90 days of such payment of the default (a "Payment Blockage Notice") from amounts then due and owing on the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on and only the date of delivery of any amounts specified in such Payment Blockage Notice notice to the Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Notice. No new period holders of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionIndebtedness.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note Notes to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default")in the agreement, indenture, or other document governing the Senior Indebtedness; or (b) a default, other than a Payment Defaultdefault referred to in subparagraph (a) above, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders holder(s) of at least a majority in principal amount of any Senior Indebtedness then outstanding. No Nonpayment Default default specified in this subparagraph (b) that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new Notice unless such default shall have been cured or waived for a period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticenot less than 180 days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Defaultdefault referred to in Section 15.4(a) hereof, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Defaultdefault referred to in Section 15.4(b) hereof, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice, if if, AND ONLY IF, this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may not pay principal of, or premium (if any) or interest on, the Notes or make any payment upon or in respect deposit pursuant to the provisions of the Notes (except in such subordinated securities) Article XII and may not acquire from otherwise purchase, redeem or otherwise retire any Notes (collectively, “pay the Trustee or Notes”) if (i) any Noteholder any Note for Designated Senior Indebtedness of the Company is not paid in full in cash or property Cash Equivalents when due (after giving effect to any applicable grace periods) or (ii) any other than securities that are subordinated to at least the same extent as the Note to default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms (either such event, a “Payment Default”), unless, in either case, (x) the Payment Default has been cured or waived and any securities issued such acceleration has been rescinded in exchange for Senior Indebtednesswriting or (y) until all such Designated Senior Indebtedness has been paid in full if: (a) a default in cash or Cash Equivalents. However, the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment of from the principal of, premium, if any, or interest on Representative for the Designated Senior Indebtedness occurs with respect to which the Payment Default has occurred and is continuing beyond continuing. In addition, during the continuance of any applicable period of grace default (a "Payment Default"); or (b) a default, other than a Payment Default, on ) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity effect such acceleration) or the expiration of any applicable grace period (a "Nonpayment “Non-payment Default") and ”), the Trustee receives a notice of Company may not pay the default Notes for the period specified as follows (a "“Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstandingPeriod”). No Nonpayment Default that existed or was continuing on the date of delivery of any such The Payment Blockage Notice to the Trustee Period shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commence upon the receipt by the Trustee (with a copy to the Company) of any prior written notice (a “Blockage Notice”) of such Non-payment Default from the Representative for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Notice. The Company may Period and shall resume payments end on and distributions in respect the earliest to occur of the Notes and may acquire them upon the earlier offollowing events: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, Default on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default shall have been cured or waived for a period of not less than 180 days. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company Company, with notice and evidence of the occurrence of (c) or (d) provided to the Trustee, may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (ic) in the case of a Payment Default, upon the date on which the default is cured or waived, or (iid) in the case of a Nonpayment default other than a NonPayment Default, : 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company (i) No payment may not make any payment upon be made hereunder, directly or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) indirectly, if a default in the payment of the principal of, premium, if any, or interest on on, or other Obligations with respect to any Senior Indebtedness, occurs (each, a “Senior Payment Default”), by reason of acceleration or otherwise, until all Senior Payment Defaults have been cured or waived in accordance with the terms of the agreement, indenture or other document governing such Senior Indebtedness occurs and is continuing beyond any applicable period of grace (as evidenced by a "Payment Default"); or written waiver from the holders (bor a Financial Representative thereof) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the applicable Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, orIndebtedness). (ii) in During the case continuance of any event of default with respect to any Senior Indebtedness (other than a Nonpayment Senior Payment Default), 179 permitting the holders thereof (or their Financial Representative) to accelerate the maturity thereof, no payment may be made hereunder, directly or indirectly, for a period (a “Payment Blockage Period”) commencing upon the receipt by Indemnitor of written notice (a “Payment Blockage Notice”) of such event of default from Persons entitled to give such notice under any agreement pursuant to which that Senior Indebtedness may have been issued, that such an event of default has occurred and is continuing and ending on the earliest of: (1) one hundred and eighty (180) days after from the date on which of receipt of the applicable Payment Blockage Notice; (2) the date such event of default has been cured or waived in accordance with the terms of such Senior Indebtedness; or (3) the date such Payment Blockage Period shall have been terminated by written notice from the Person initiating such Payment Blockage Period. Notwithstanding any of the foregoing, until the Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice is received, unless the maturity and (y) any Payment Blockage Notice given by a holder of such any Senior Indebtedness has been accelerated, if this Article XV otherwise permits that is not the payment, distribution or acquisition Senior Agent shall not be effective for any purposes. Transportation Systems shall deliver any Payment Blockage Notice promptly to Indemnitee. (iii) Indemnitor may resume payments hereunder at the time end of such the Payment Blockage Period unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to Senior Indebtedness are Paid in Full, so long as a Senior Payment Default has occurred and is continuing or a Payment Blockage Period has commenced and is continuing, the Indemnitee shall not (and shall not permit any member of the Honeywell Group to) make, xxx for, ask or demand from any member of the Transportation Systems Group payment of all or acquisitionany of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in commencing, directly or indirectly cause any member of the Transportation Systems Group, or assist any member of the Transportation Systems Group in commencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict the Indemnitee from filing a proof of claim with respect to obligations hereunder in any Insolvency Proceeding. (v) Indemnitor shall promptly provide written notice to Indemnitee regarding the occurrence or termination of a Senior Payment Default.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness occurs Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond any applicable period such default shall not have been cured or waived or the benefits of grace (a "Payment Default"); orthis sentence waived by or on of the holders of Senior Indebtedness. (b) a defaultIn addition, other than a Payment Default, on during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as pursuant to which such default relates to accelerate its the maturity (a "Nonpayment Default") thereof may be accelerated, and upon receipt by the Trustee receives a of written notice of the default (a "Payment Blockage Notice") from the Representative a holder or Representatives of holders of at least a majority in principal amount of such Senior Indebtedness then outstandingor the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company on account of or with respect to the Securities, during a period (a "Payment Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360-day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No Nonpayment Default default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Notice to the Trustee shall Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt Period by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured holder or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default has been acceleratedcured or waived for a period of not less than 180 consecutive days. (c) In the event that, if notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by clause (a) or (b) of this Article XV otherwise permits Section 1402, such payment shall be held in trust for the paymentbenefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or acquisition at for the time benefit of the holders of such Senior Indebtedness, before any payment or acquisitiondistribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) If there exists a default in the payment of the principal of, premium, if anywhen due (whether at maturity or upon acceleration or mandatory prepayment, or on any principal installment payment date or interest on payment date, or otherwise) of any Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default") and such Payment Default shall not have been cured, or such default, or the benefits of this sentence, shall not have been waived in writing by or on behalf of the holders (or their Representatives) of such Senior Indebtedness, then no direct or indirect payment by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Note, or of any other amounts, which the holder of the Note would then be entitled to receive, but for the provisions of this Section 8.3(a); or, shall be made until all amounts of Senior Indebtedness then due and payable have been paid in full. (b) The Company may not, directly or indirectly, make any payment on account of the principal of (or premium, if any) or interest on the Note, or any other Subordinated Indebtedness, during the period (a default, "Deferral Period") from the date the Company receives from the lender under the Senior Agreement or any holder (or Representative) of Senior Indebtedness an effective notice (a "Deferral Notice") of the existence of any event of default under the Senior Agreement (other than a Payment Default, on Senior Indebtedness occurs and is continuing ) that permits holders the acceleration of the maturity thereof (a "Covenant Default"), until the earlier of (i) the date such Covenant Default is cured (if capable of being cured), waived in writing or otherwise ceases to exist in accordance with the terms of the Senior Indebtedness as to which Agreement or document evidencing such default relates to accelerate its maturity Senior Indebtedness, (a "Nonpayment Default"ii) and the Trustee receives a notice date application of this Section 8.3(b) has been waived in writing by the lender under the Senior Agreement or such holder (or Representative) in accordance with the terms of the default Senior Agreement or document evidencing such Senior Indebtedness, respectively, and (a "Payment Blockage Notice"iii) from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days 179th day after the receipt by the Trustee Company of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Covenant Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Covenant Defaults shall be effective until the later of (X) the date such subsequent Deferral Notice is received by the Company or (Y) the 365th day after receipt of the then most recent prior effective Deferral Notice. (c) Upon termination of any prior Payment Blockage Notice. The Deferral Period the Company may and shall resume payments on account of principal of (and distributions in respect premium, if any) and interest on the Note, and of all other Subordinated Indebtedness, subject to the obligation of the Notes Company and may acquire them upon the earlier holder of Note to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of (premium if any) and interest on the Note, and of all other Subordinated Indebtedness, pursuant to the provisions of:, and in the circumstances specified in, this Article VIII. (id) In the event that, notwithstanding the foregoing provisions of this Section 8.3, any payment shall be made by or on behalf of the Company or any of its Subsidiaries from any of their assets and received by any holder of the Note at a time when such payment was pro- hibited by the provisions of this Section 8.3, then such payment shall be held in trust for the case benefit of a Payment Defaultand shall be immediately paid over to the holders of Senior Indebtedness (pro rata, upon on the date on which basis of the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity respective amount of such Senior Indebtedness has been acceleratedheld by them) remaining unpaid or their respective Representatives, if this Article XV otherwise permits for application to the payment, distribution payment of all Senior Indebtedness in full in accordance with its terms (after giving effect to any prior or acquisition at substantially concurrent payment to the time holders (or their Representatives) of such payment Senior Indebtedness). (e) The provisions of this Section 8.3 shall not modify or acquisitionlimit in any way the application of Section 8.

Default on Senior Indebtedness. The Company may not make any payment upon or distribution to the Trustee, any Paying Agent or any holder of Notes in respect of Obligations with respect to the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder holder of Notes any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) Notes until all Senior Indebtedness has been paid in full if:in cash or U.S. Government Obligations or other payment satisfactory to the holders of the Senior Indebtedness if- (ai) a default in the payment of the any principal of, premium, if any, interest, rent or interest on other Obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable grace period of grace (a "Payment Default")in the agreement, indenture or other document governing such Senior Indebtedness; or (bii) a default, other than a Payment Defaultpayment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the such Designated Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Company or a Representative or Representatives holder of holders Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to this Section 6.3, no subsequent Payment Blockage Notice shall be effective for purposes of such Section unless and until (i) at least a majority 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in principal amount of Senior Indebtedness then outstandingfull in cash. No Nonpayment Default nonpayment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on upon which the default is cured or waivedwaived or ceases to exist, or (ii) in the case of a Nonpayment Defaultdefault referred to Section 6.3(ii) hereof, 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of such Designated Senior Indebtedness has not been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment payment, distribution or acquisition.

Default on Senior Indebtedness. (a) The Company Lender will not ask, demand, xxx for, take or receive, directly or indirectly, from the Borrower, in cash or other property, by set-off, by realizing upon collateral or in any other manner, payment of, or security for, any or all of the obligations under the Loan Documents unless and until the Senior Indebtedness shall have been Paid in Full; provided, however, that the Lender may receive, collect, ask for and demand, and the Borrower may make, Permitted Payments to the extent, but only to the extent, the applicable conditions set forth in clauses (i) and (ii) of this Section 8.3(a) have been satisfied: (i) no default or event of default under any Senior Indebtedness shall have occurred and be continuing (either before or immediately after the making of each such payment) by reason of the failure of the Borrower to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any amount in excess of $50,000 payable by it to any Senior Lender under any Senior Indebtedness (a “Payment Default”); and (ii) either (A) no default or event of default under the Senior Indebtedness, other than Payment Defaults, shall have occurred and be continuing (all such defaults and events of defaults, other than Payment Defaults, hereinafter referred to as “Non-Payment Defaults”), (B) a Non-Payment Default shall have occurred and be continuing and no Senior Lender shall have delivered to the Lender a written notice (a “Payment Blockage Notice”, which shall specify that it is a Payment Blockage Notice delivered pursuant to this Agreement and shall specify the Non-Payment Default that gives rise to such notice) stating that a Non-Payment Default has occurred and is continuing or (C) a Non-Payment Default shall have occurred and be continuing and any Senior Lender shall have delivered to the Lender a Payment Blockage Notice and (x) 150 days shall have elapsed after such Payment Blockage Notice shall have been given to the Lender and (y) any Senior Lender shall not make have declared any payment upon or of the Obligations (in excess of $50,000) due and payable prior to the date fixed therefor in respect of any such Non-Payment Default); provided, however, that, notwithstanding the Notes foregoing clauses (except in such subordinated securitiesA), (B) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premiumC), if anyany such Non-Payment Default shall have been remedied or waived and such Senior Lender so notifies the Lender in writing, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice"Notice shall be deemed terminated and the suspended payments (including all Permitted Payments suspended during the blockage period) from may resume subject to the Representative or Representatives provisions of holders this Agreement; and provided, further, however, (i) no more than six (6) Payment Blockage Notices shall be permitted to be delivered pursuant to clause (C) above during the term of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment this Agreement and no more than two (2) Payment Blockage Notices shall be permitted to be delivered pursuant to clause (C) above during any calendar year, and (ii) no Non-Payment Default that which existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee was given shall be, or be made, made the basis for a any subsequent Payment Blockage Notice. No new Notice whether or not within a period of payment blockage may be commenced within 360 365 consecutive days after the receipt by the Trustee of any prior unless such Non-Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default Default is cured or waived, or (ii) in the case waived for a period of a Nonpayment Default, 179 not less than 90 consecutive days. There shall be at least 90 consecutive days after the date on during which the applicable no Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionin effect during any consecutive 365 day period.

Default on Senior Indebtedness. The Company No payment (by set-off or otherwise) may not make any payment upon be made by or in respect on behalf of the Notes (except in such subordinated securities) and may not acquire from the Trustee Company or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent a Subsidiary Guarantor, as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment applicable, on account of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond the Notes (including any applicable period repurchases of grace notes), or on account of the redemption provisions of the Upon (a "Payment Default"); or i) the happening of an event of default (b) a default, other than a Payment Default, on ) that permits the holders of Senior Indebtedness occurs and is continuing that permits holders of the to declare such Senior Indebtedness as to which be due and payable and (ii) written notice of such event of default relates is given to accelerate its maturity (a "Nonpayment Default") the Company and the Trustee receives a notice by the Senior Bank Representative or the holders of the default an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) from may be made by or on behalf of the Representative Company, if the Company is an obligor on such Senior Indebtedness, or Representatives of holders of at least a majority in principal amount of any Subsidiary Guarantor which is an obligor under such Senior Indebtedness then outstanding. No Nonpayment Default that existed on account of the principal of, premium, if any, or was continuing interest on the date of delivery Notes (including any repurchases of any such Payment Blockage Notice to of the Trustee shall beNotes), or be made, on account of the basis for a subsequent Payment Blockage Notice. No new period redemption provisions of payment blockage may be commenced within 360 days after the receipt by the Trustee of Notes or any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions Obligation in respect of the Notes Notes, in any such case. Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and may acquire them upon the earlier of: (i) payable in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, its entirety within 179 days after the date on which Payment Notice is delivered as set forth above (the applicable "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Subsidiary Guarantors shall be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice is received, unless shall be given within a period of any 360 consecutive days and (ii) no default that existed upon the maturity date of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits -123- 134 Payment Notice or the payment, distribution or acquisition at the time commencement of such payment Payment Blockage Period (whether or acquisitionnot such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period.

Default on Senior Indebtedness. The Company may not make In the event and during the continuation of any default by the Corporation in the payment upon of principal, premium, interest or any other payment due on any Senior Indebtedness, or in respect the event that the maturity of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) accelerated because of a default and such acceleration has not been rescinded or canceled, then, in either case, no payment shall be made by the payment of Corporation with respect to the principal of(including prepayment payments) of or interest on the Securities (including Compounded Interest and Additional Sums, premiumif any, and Liquidated Damages, if any, or interest any other amounts which may be due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"the Securities pursuant to the terms hereof or thereof); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders . In the event of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice acceleration of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such the Securities, then no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of all Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment is received by the Debenture Trustee, or acquisition.any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Debenture Trustee (if the notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on on, including a default under any repurchase or redemption obligation with respect to, Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstandingRepresentative. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived (or sooner, if such default is cured or waived), unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness occurs Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond any applicable period such default shall not have been cured or waived or the benefits of grace (a "Payment Default"); orthis sentence waived by or on of the holders of Senior Indebtedness. (b) a defaultIn addition, other than a Payment Default, on during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as pursuant to which such default relates to accelerate its the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Nonpayment DefaultPAYMENT BLOCKAGE NOTICE") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to ex- ist or such Senior Indebtedness has been discharged or repaid in full in cash, or the Trustee receives a notice requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the default Company on account of or with respect to the Securities, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Payment Blockage Notice"Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the Representative or Representatives date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360-day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of holders of at least a majority in principal amount of Senior Indebtedness then outstanding360 consecutive days. No Nonpayment Default default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Notice to the Trustee shall Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt Period by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured holder or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default has been acceleratedcured or waived for a period of not less than 90 consecutive days. (c) In the event that, if notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Article XV otherwise permits section, such payment shall be held in trust for the paymentbenefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or acquisition at for the time benefit of the holders of such Senior Indebtedness, before any payment or acquisitiondistribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company also may not make any payment of principal, premium and interest on the Notes upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee whether on account of principal, interest, premiums or any Noteholder any Note for cash or property otherwise (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued set forth in exchange for Senior IndebtednessSection 12.2(b) until all Senior Indebtedness has been paid in full hereof) if: : (ai) a default in the payment of the principal ofprincipal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace grace; or (a "Payment Default"); or (bii) a default, any other than a Payment Default, on Senior Indebtedness default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a written notice of the such default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such Default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other Default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice to is received, unless, in the Trustee shall be, case of either clause (1) or be made(2), the basis for a subsequent Payment Blockage Noticematurity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company may and shall resume is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and distributions all required payments in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment DefaultNotes, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is receivedincluding without limitation any missed payments, unless the maturity of such any Senior Indebtedness has been accelerated, if and such acceleration remains in full force and effect. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness or any acceleration under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness or the application of the other provisions provided in this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionXII.

Default on Senior Indebtedness. The (a) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Payment Default and (2) receipt by the Trustee from the Company may not make or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payment upon payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise, on account of the Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Notes Securities, including any missed payments. (except in such subordinated securitiesb) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Non-Payment Default and may not acquire from (2) receipt by the Trustee or any Noteholder any Note for cash or property from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than any payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities that are subordinated to at least (other than Permitted Junior Securities), shall be made by the same extent as Company including by way of set-off or enforcement of any guarantee or otherwise, on account of the Note to Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities for a period (the “Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until (subject to any securities issued blockage of payments that may then be in exchange for Senior Indebtednesseffect under subsection (a) until all of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (x) such Non-Payment Default shall have been cured or waived in writing or shall have ceased to exist, (y) such Designated Senior Indebtedness has been discharged or paid in full if: in cash or Cash Equivalents or (az) a default in such Payment Blockage Period shall have been terminated by written notice to the payment Trustee from an authorized representative of the principal of, premium, if any, or interest on holders of Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which initiating such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") Period or from the Representative or Representatives of holders of at least a majority in principal amount of such Designated Senior Indebtedness), after which, in the case of clause (w), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (2) above (the “Initial Blockage Period”). No more than one Payment Blockage Period may be commenced during any period of 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default with respect to Designated Senior Indebtedness then outstanding. No Nonpayment Default that which existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice to Period initiated by an authorized representative of the Trustee holders of Designated Senior Indebtedness for such Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice. No new Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing provisions of this Section, the Company shall make any payment blockage may be commenced within 360 days after to the receipt Trustee (which is not paid over to Holders of Securities) prohibited by the Trustee foregoing provisions of any prior this Section, then and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Notice. The Company may and shall resume payments on and distributions Period, to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, prompt return to the Notes and may acquire them upon the earlier of: (i) in the case Company, or otherwise as a court of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitioncompetent jurisdiction shall direct.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securitiesi) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) If there exists a default in the payment when due (whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Senior Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the requisite percentage of the holders of Senior Indebtedness, then any payment on account of principal of or interest on the Notes which the Holders would then be entitled to receive, but for the provisions of this Section 8.3(a), shall instead be paid over to the holders of Senior Indebtedness until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the Holder of any principal of or interest on the Notes. (ii) The Company may not, directly or indirectly, make, and the Holders may not ask, demand, take or receive from or on behalf of the Company, any payment on account of the principal of, premium, if any, of or interest on this Note during the period (a “Deferral Period”) from the date the Company and/or the Holder receive from a holder of Senior Indebtedness occurs and is continuing beyond any applicable period of grace a notice (a "“Deferral Notice”) of: (A) the existence of a Senior Payment Default"); or (bB) a default, the existence of any event of default (other than a Senior Payment Default, on ) under any agreement or instrument pursuant to which any Senior Indebtedness occurs is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”) until the earlier of (1) the date such Senior Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (2) the 180th day after receipt by the Company and/or by the Holder of this Note of such Deferral Notice; provided, however, that (3) only one Deferral Notice relating to the same Senior Payment Default or Specified Covenant Default may be given, (4) no subsequent Deferral Notice may be given with respect to any Senior Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is continuing that permits holders given and (5) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Senior Payment Defaults or Specified Covenant Defaults shall be effective until the later of (x) the date such subsequent Deferral Notice is received by the Company and the Holders of Notes and (y) the 365th day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and is outstanding, the Trustee receives a notice of Holder shall give the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery five Trading Days’ prior written notice of any such Payment Blockage Notice proposed demand for payment or institution of proceedings with respect to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage this Note (which notice may be commenced within 360 days after given during a Deferral Period provided that the receipt by proposed demand for payment is not to be made or the Trustee proposed proceedings are not to be instituted until the expiration of such Deferral Period). (iii) Upon termination of any prior Payment Blockage Notice. The Deferral Period the Company may and shall resume payments on and distributions in respect account of the Notes principal of and may acquire them upon interest on this Note subject to the earlier obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Note pursuant to the provisions of:, and in the circumstances specified in, this Section 8. (iiv) in During the case first 120 days of any Deferral Period, payment on account of this Note may not be accelerated unless a voluntary Bankruptcy Proceeding shall be instituted by the Company or an involuntary Bankruptcy Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of 60 days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five Trading Days’ prior written notice of any proposed acceleration with respect to this Note (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (v) In the event that, notwithstanding the foregoing provisions of this Section 8(c), any payment shall be made by or on behalf of the Company and received by the Holder at a time after the giving of a Payment DefaultDeferral Notice and during a Deferral Period, upon then such payment shall be held in trust for the date on which benefit of and shall be immediately paid over to the default is cured or waived, or (ii) in the case holders of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been acceleratedremaining unpaid, if this Article XV otherwise permits for application to the payment, distribution payment in full of all Senior Indebtedness in accordance with its terms (after giving effect to any prior or acquisition at substantially concurrent payment to the time holders of such payment or acquisitionSenior Indebtedness).

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securitiesi) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) If there exists a default in the payment when due (whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the requisite percentage of the holders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on this Debenture which the Holder would then be entitled to receive, but for the provisions of this Section 3(c), shall instead be paid over to the holders of such Senior Indebtedness (or their Representative, if any) until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the holder of any principal of or interest on this Debenture. (ii) The Company may not, directly or indirectly, make, and the Holder may not ask, demand, take or receive from or on behalf of the Company, any payment on account of the principal of, premium, if any, of or interest on this Debenture during the period (a “Deferral Period”) from the date the Company and/or the Holder receive from a holder of Senior Indebtedness occurs and is continuing beyond any applicable period of grace a notice (a "“Deferral Notice”) of: (1) the existence of a Payment Default"); or (b2) a default, the existence of any event of default (other than a Payment Default, on ) under any agreement or instrument pursuant to which any Senior Indebtedness occurs is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”); until the earlier of (i) the date such Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (ii) the one hundred eightieth (180th) day after receipt by the Company and/or by the holder of this Debenture of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Payment Default or Specified Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is continuing that permits given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Covenant Defaults shall be effective until the later of (1) the date such subsequent Deferral Notice is received by the Company and the holders of Subordinated Debentures and (2) the 365th day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a 5 Business Days prior written notice of any proposed demand for payment or institution of proceedings with respect to this Debenture (which notice may be given during a Deferral Period provided that the default proposed demand for payment is not to be made or the proposed proceedings are not to be instituted until the expiration of such Deferral Period). (a "Payment Blockage Notice"iii) from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery Upon termination of any such Payment Blockage Notice to Deferral Period the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect account of the Notes principal of and may acquire them upon interest on this Debenture subject to the earlier obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Debenture pursuant to the provisions of:, and in the circumstances specified in, this Section 3. (iiv) in During the case first 120 days of any Deferral Period, payment on account of this Debenture may not be accelerated unless a voluntary Insolvency or Liquidation Proceeding shall be instituted by the Company or an involuntary Insolvency or Liquidation Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of 60 days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of the Senior Indebtedness 5 Business Days’ prior written notice of any proposed acceleration with respect to this Debenture (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (v) In the event that, notwithstanding the foregoing provisions of this Section 3, any payment shall be made by or on behalf of the Company and received by the Holder at a time after the giving of a Payment DefaultDeferral Notice and during a Deferral Period, upon then such payment shall be held in trust for the date on which benefit of and shall be immediately paid over to the default is cured holders of Senior Indebtedness remaining unpaid or waivedtheir respective Representatives, or for application to the payment in full of all Senior Indebtedness in accordance with its terms (ii) in after giving effect to any prior or substantially concurrent payment to the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionIndebtedness).

Default on Senior Indebtedness. The If the Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a shall default in the payment of the any principal of, premium, if any, or premium or interest on on, any Senior Indebtedness occurs when the same becomes due and is continuing beyond any applicable period payable, whether at stated maturity or at a date fixed for redemption or by declaration of grace acceleration or otherwise (a "Payment Default"); or, then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless or until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off, or otherwise) shall be made or agreed to be made on account of the principal of, or interest on, the Note, or in respect of any redemption, retirement, repurchase, or other acquisition of the Note other than those made in capital stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). (bi) a default, the happening of an Event of Default (other than a Payment Default, on ) that permits the holders of Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates or any trustee therefor to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a (ii) written notice of such event of default given to the default Company by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or any trustee therefor (a "Payment Blockage Notice"), then, unless and until such Event of Default has been cured or waived or otherwise has ceased to exist, no payment (in cash, property, securities, by set-off, or otherwise) from may be made by or on behalf of the Representative Company on account of the principal of, or Representatives interest on, the Note), in any such case other than payments made in capital stock of holders the Company (or in cash in lieu of at least a majority fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in principal amount capital stock of the Company (or in cash in lieu of fractional shares thereof). Notwithstanding the foregoing, unless (i) the Senior Indebtedness then outstandingin respect of which such Event of Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Note. No Nonpayment Default Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within any period of 360 consecutive days, and (ii) no default that existed or was continuing on upon the date of delivery such Payment Notice or the commencement of any such Payment Blockage Notice to Period (whether or not such Event of Default is on the Trustee same issue of Senior Indebtedness) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice. No new period Period. (a) without the consent of payment blockage may be commenced within 360 days after the receipt by Company, a court having jurisdiction shall enter an order for relief with respect to the Trustee Company under the federal Bankruptcy Code or, without the consent of any prior Payment Blockage Notice. The the Company, a court having jurisdiction shall enter a judgment, order, or decree adjudging the Company may and shall resume payments on and distributions a bankrupt or insolvent, or enter an order for relief for reorganization, arrangement, adjustment, or composition of or in respect of the Notes and may acquire them upon Company under the earlier of: federal Bankruptcy Code or applicable state insolvency law, or (ib) in the case Company shall institute proceedings for entry of an order for relief with respect to the Company under the federal Bankruptcy Code or for an adjudication of insolvency, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition, or relief under the federal Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a Payment Defaultreceiver, upon custodian, liquidator, assignee, trustee, sequestrator or similar official of the date on which Company or of substantially all of its property, or the default is cured or waivedCompany shall make a general assignment for the benefit of creditors as recognized under the federal Bankruptcy Code, or then all Senior Indebtedness (ii) in the case of a Nonpayment Default, 179 days including any interest thereon accruing after the date commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities, or other property, shall be made to any Holder of the Note on account thereof. Any payment or distribution, whether in cash, securities (other than a payment or distribution in capital stock of the Company), or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the applicable Payment Blockage Notice extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provision) be payable or deliverable in respect of the Note shall be paid or delivered directly to the holder of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Note, together with the Holders of any other obligations of the Company ranking on a parity with the Note, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Note and such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Note and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is receivedsubordinate, unless at least to the maturity extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Holder of the Note in contravention of any of the terms hereof, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness has been accelerated, if this Article XV otherwise permits in full. In the event of the failure of the Holder of the Note to endorse or assign any such payment, distribution distribution, or acquisition at security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the time of such payment or acquisitionsame.

Default on Senior Indebtedness. The (a) If any Senior Indebtedness of the Company is not paid when due, the Company may not not: (i) pay, directly or indirectly, principal of, premium (if any) or interest on the Securities or any other Obligations under or in connection with the Securities, this Indenture and/or any related agreements, documents or instruments; (ii) make any payment upon deposit pursuant to Article 8; or in respect of (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the Notes (except in Subordinated Debt") unless the default shall have been cured or waived or such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); orcash. (b) a default, If any default on any Senior Indebtedness of the Company (other than a Payment Default, on as set forth in Section 10.3(a)) occurs and such Senior Indebtedness occurs is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and is continuing that permits holders any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness as with respect to which such default relates to accelerate its maturity (a "Nonpayment Default"either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the Trustee receives continuance of any default (other than a notice default described in Sections 10.3(a) and (b)) with respect to any Senior Indebtedness of the default Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commencing upon the receipt by the Trustee (with a copy to the Company) of any prior written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 180 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash). The Notwithstanding 94 the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may and shall resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and distributions the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Senior Indebtedness pursuant to this Section, the Notes and may acquire them upon Trustee shall deliver to each Representative of any class of Senior Indebtedness copies of the earlier of:most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (ie) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the case holders of a Payment DefaultSenior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Senior Indebtedness (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, upon or has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable) before the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionHolders shall be entitled to receive any Security Payment.

Default on Senior Indebtedness. The (a) If any Senior Indebtedness of the Company is not paid when due, the Company may not not: (i) pay, directly or indirectly, principal of, premium (if any) or interest on the Securities or any other Obligations under or in connection with the Securities, this Indenture and/or any related agreements, documents or instruments; (ii) make any payment upon deposit pursuant to Article 8; or in respect of (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the Notes (except in Subordinated Debt") unless the default shall have been cured or waived or such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); orcash. (b) a default, If any default on any Senior Indebtedness of the Company (other than a Payment Default, on as set forth in Section 10.3(a)) occurs and such Senior Indebtedness occurs is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and is continuing that permits holders any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness as with respect to which such default relates to accelerate its maturity (a "Nonpayment Default"either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the Trustee receives continuance of any default (other than a notice default described in Sections 10.3(a) and (b)) with respect to any Senior Indebtedness of the default Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commencing upon the receipt by the Trustee (with a copy to the Company) of any prior written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 180 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash). The Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may and shall resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and distributions the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Senior Indebtedness pursuant to this Section, the Notes and may acquire them upon Trustee shall deliver to each Representative of any class of Senior Indebtedness copies of the earlier of:most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (ie) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the case holders of a Payment DefaultSenior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Senior Indebtedness (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, upon or has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable) before the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionHolders shall be entitled to receive any Security Payment.

Default on Senior Indebtedness. The If the Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a shall default in the payment of the any principal of, premium, if any, or premium or interest on on, any Senior Indebtedness occurs when the same becomes due and is continuing beyond any applicable period payable, whether at stated maturity or at a date fixed for redemption or by declaration of grace acceleration or otherwise (a "Payment Default"); or , then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless or until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (bin cash, property, securities, by set-off, or otherwise) a defaultshall be made or agreed to be made on account of the principal of, or interest on, the Note, or in respect of any redemption, retirement, repurchase, or other acquisition of the Note other than those made in capital stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). Upon (i) the happening of an Event of Default (other than a Payment Default, on ) that permits the holders of Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates or any trustee therefor to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a (ii) written notice of such event of default given to the default Company by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or any trustee therefor (a "Payment Blockage Notice"), then, unless and until such Event of Default has been cured or waived or otherwise has ceased to exist, no payment (in cash, property, securities, by set-off, or otherwise) from may be made by or on behalf of the Representative Company on account of the principal of, or Representatives interest on, the Note), in any such case other than payments made in capital stock of holders the Company (or in cash in lieu of at least a majority fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in principal amount capital stock of the Company (or in cash in lieu of fractional shares thereof). Notwithstanding the foregoing, unless (i) the Senior Indebtedness then outstandingin respect of which such Event of Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Note. No Nonpayment Default Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within any period of 360 consecutive days, and (ii) no default that existed or was continuing on upon the date of delivery such Payment Notice or the commencement of any such Payment Blockage Notice to Period (whether or not such Event of Default is on the Trustee same issue of Senior Indebtedness) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage NoticePeriod. No new period If (a) without the consent of payment blockage may be commenced within 360 days after the receipt by Company, a court having jurisdiction shall enter an order for relief with respect to the Trustee Company under the federal Bankruptcy Code or, without the consent of any prior Payment Blockage Notice. The the Company, a court having jurisdiction shall enter a judgment, order, or decree adjudging the Company may and shall resume payments on and distributions a bankrupt or insolvent, or enter an order for relief for reorganization, arrangement, adjustment, or composition of or in respect of the Notes and may acquire them upon Company under the earlier of: federal Bankruptcy Code or applicable state insolvency law, or (ib) in the case Company shall institute proceedings for entry of an order for relief with respect to the Company under the federal Bankruptcy Code or for an adjudication of insolvency, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition, or relief under the federal Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a Payment Defaultreceiver, upon custodian, liquidator, assignee, trustee, sequestrator or similar official of the date on which Company or of substantially all of its property, or the default is cured or waivedCompany shall make a general assignment for the benefit of creditors as recognized under the federal Bankruptcy Code, or then all Senior Indebtedness (ii) in the case of a Nonpayment Default, 179 days including any interest thereon accruing after the date commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities, or other property, shall be made to any Holder of the Note on account thereof. Any payment or distribution, whether in cash, securities (other than a payment or distribution in capital stock of the Company), or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the applicable Payment Blockage Notice extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provision) be payable or deliverable in respect of the Note shall be paid or delivered directly to the holder of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Note, together with the Holders of any other obligations of the Company ranking on a parity with the Note, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Note and such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Note and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is receivedsubordinate, unless at least to the maturity extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Holder of the Note in contravention of any of the terms hereof, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness has been accelerated, if this Article XV otherwise permits in full. In the event of the failure of the Holder of the Note to endorse or assign any such payment, distribution distribution, or acquisition at security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the time of such payment or acquisitionsame.

Default on Senior Indebtedness. The Company may not make Upon the final maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all such Senior Indebtedness shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment upon is made by Mark IV or in respect any Person acting on behalf of Mark IV on account of the Notes (except in such subordinated securities) and may not acquire from prxxxxxxx or interest of the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until Securities. Until all Senior Indebtedness has been paid in full full, in cash or cash equivalents, Mark IV may not, directly or indirectly, make any payment of principal xx xxxerest on the Securities and may not acquire any Securities for cash or property or make any other distribution with respect to the Securities if: (ai) a default in the payment of the principal of, premium, if any, or interest on or the payment of other amounts due under or in connection with any Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default")) unless and until such default has been cured or waived; or (bii) a default, other than a Payment Default, on any Senior Indebtedness occurs and is continuing that then permits the holders (or the agent) of the such Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Non-Payment Default") ), and such default is either the subject of judicial proceedings or the Trustee receives and such Paying Agent receive a notice of the default from a person who may give it pursuant to Section 10.11 at least two Business Days prior to the relevant payment date; PROVIDED, HOWEVER, that only one such notice relating to the same event of default or any other default existing at the time of such notice under the Senior Indebtedness may be given during any 365 consecutive day period. Mark IV shall resume payments on the Securities and may acquire them uxxx xxx earlier of when (a) the default is cured or waived or (b) in the case of a default referred to in Section 10.03(ii) above, the 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non-Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding). No Nonpayment Default that In addition, no default which existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice Period with respect to the Trustee shall be, Senior Indebtedness and which was known to the holders (or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (iagent) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits on such date of commencement shall be made the payment, distribution basis for the commencement of a second Payment Blockage Period by the holders (or acquisition at the time agent) of such payment Senior Indebtedness whether or acquisitionnot within a period of 365 consecutive days unless and until all scheduled payments of principal or interest then due and payable have been made on the Securities.

Default on Senior Indebtedness. The Company may not make (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by the Issuer or any other Person on the Issuer’s behalf with respect to any principal of, interest on or other amounts owing in respect of the Subordinated Notes (except in such subordinated securities) and may not or to acquire from any of the Trustee Subordinated Notes for cash, property or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if:otherwise. (ab) a If any other event of default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond with respect to any Senior Indebtedness, as such event of default is defined in the instrument creating or evidencing such Senior Indebtedness, permitting the holders of such Senior Indebtedness then outstanding to accelerate the maturity thereof and if the representative (as defined in the applicable period instrument creating or evidencing such Senior Indebtedness) for the respective issue of grace Senior Indebtedness gives written notice of the event of default to the Trustee (a "Payment Default"“Default Notice”), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the representative for the respective issue of Senior Indebtedness terminating the Blockage Period (as defined below), during the 179 days after the delivery of such Default Notice (the “Blockage Period”), neither the Issuer nor any other Person on the Issuer’s behalf shall: (1) make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in respect of the Subordinated Notes; or (b2) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders acquire any of the Senior Indebtedness as Subordinated Notes for cash, property or otherwise. (c) Notwithstanding anything herein to which such default relates to accelerate its maturity (the contrary, in no event will a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") Period extend beyond 179 days from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstandingdate the payment on the Subordinated Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No Nonpayment Default that event of default which existed or was continuing on the date of delivery the commencement of any such Payment Blockage Notice Period with respect to the Trustee Senior Indebtedness shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt Period by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity representative of such Senior Indebtedness has whether or not within a period of 360 consecutive days unless such event of default shall have been acceleratedcured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, if this Article XV otherwise permits or any breach of any financial covenants for a period commencing after the payment, distribution or acquisition at the time date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or acquisitiondistribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. (e) This Indenture does not restrict the amount of the Issuer’s or the applicable Issuer’s Subsidiaries’ Senior Indebtedness or other indebtedness. As a result of the foregoing provisions, in the event of the Issuer’s insolvency, Holders of the Subordinated Notes may recover ratably less than the Issuer’s general creditors.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) If there exists a default in the payment when due (whether at maturity or upon acceleration or mandatory prepayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness and such default shall not have been cured, or such default, or the benefits of this sentence, shall not have been waived in writing by or on behalf of the principal of, premiumholders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on the Notes which the holders of the Notes would then be entitled to receive, but for the provisions of this subsection 7.3(a), shall instead be paid over to the holders of such Senior Indebtedness occurs or their Representative until all amounts of Senior Indebtedness then due and is continuing beyond payable have been paid in full, prior to any applicable period direct or indirect payment by or on behalf of grace (a "Payment Default"); orthe Company to the holders of the Notes of any principal of or interest on the Notes. (b) a defaultThe Company may not, other than a Payment Defaultdirectly or indirectly, make any payment on Senior Indebtedness occurs and is continuing that permits holders account of the Senior Indebtedness as to which such default relates to accelerate its maturity principal of or interest on the Notes during the period (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage NoticeDEFERRAL PERIOD") from the Representative or Representatives of holders of at least date the Company receives from the Agent under the Credit Agreement, an effective notice (a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier "DEFERRAL NOTICE") of: (i) the existence of a default in the case payment when due (whether at maturity or upon acceleration or mandatory prepayment or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a "PAYMENT DEFAULT"); or (ii) the existence of any event of default (other than a Payment Default) under the Credit Agreement (a "SPECIFIED EVENT DEFAULT"), upon until the earlier of (i) the date on which the default such Payment Default or Specified Event Default is cured (if capable of being cured), waived in writing or waivedotherwise ceases to exist, or (ii) the date application of this subsection 7.3(b) has been waived in writing by the Agent under the Credit Agreement in accordance with the terms of the Credit Agreement and (iii) the 180th day after receipt by the Company of such Deferral Notice; PROVIDED, HOWEVER, that (x) only one Deferral Notice relating to the same Payment Default or Specified Event Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Event Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Event Defaults shall be effective until the later of (X) the date such subsequent Deferral Notice is received by the Company or (Y) the 365th day after receipt of the then most recent prior effective Deferral Notice. (c) Upon termination of any Deferral Period the Company shall resume payments on account of principal of and interest on the Notes subject to the obligation of the Company, and the holders of Notes (or their Representatives) to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on the Notes pursuant to the provisions of, and in the case circumstances specified in, this Section 7. (d) So long as any Senior Indebtedness is outstanding under or with respect to the Credit Agreement, the holders of the Notes shall give the Agent under the Credit Agreement ten days' prior notice of any proposed acceleration with respect to the Notes. (e) In the event that, notwithstanding the foregoing provisions of Section 7.3(a), any payment shall be made by or on behalf of the Company from assets of the Company and received by any holder of Notes at a Nonpayment Defaulttime when such payment was prohibited by the provisions of Section 7.3(a), 179 days then such payment shall be held in trust for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness then due and payable or their Representative, for application to the payment in full of all Senior Indebtedness then due and payable in accordance with its terms (after giving effect to any prior or substantially concurrent payment to the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness has been accelerated, if Indebtedness). (f) The provisions of this Article XV otherwise permits Section 7.3 shall not modify or limit in any way the payment, distribution application of Section 7.2. The provisions of Sections 7.3(b) and (c) shall not modify or acquisition at limit in any way the time application of such payment or acquisition.Section 7.3(a). 7.4

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in In the event that (i) any payment of the principal ofprincipal, premium, if any, interest or interest any other payment due on any Senior Indebtedness is not paid by the Company when due, any applicable grace period with respect to any such payment default has ended and such default has not been cured, waived or ceased to exist, (ii) any other default occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on with respect to Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a Holders receive notice of the such default (a "Payment Blockage Notice") from the Representative Company or Representatives any other Person permitted to give such notice (including without limitation, any representative of holders of at least a majority in principal amount any holder of Senior Indebtedness then outstanding. No Nonpayment Default Indebtedness); or (iii) in the event that existed or was continuing on the date of delivery maturity of any Senior Indebtedness of the Company has been accelerated because of a default, then, in any such Payment Blockage Notice to the Trustee shall becase, or be made, the basis for a subsequent Payment Blockage Notice. No new period of no payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions made in respect of the Notes and a Cash Exercise. Such payments may acquire them upon the earlier of: resume: (iA) in the case of a Payment Defaultpayment default on any Senior Indebtedness, upon the date on which the such default is cured or waived, or ; and (iiB) in the case of a Nonpayment Defaultnonpayment default, the earlier of the date on which that default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received. A new Payment Blockage Notice may be delivered if 180 days have elapsed since the delivery of the immediately prior Payment Blockage Notice so long as such Payment Blockage Notice relates to a default under Senior Indebtedness that has not been the subject of any prior Payment Blockage Notice. (b) In the event that, unless notwithstanding the maturity foregoing, any payment shall be received by any Holder when such payment is prohibited by the preceding paragraph of this Section 12.02, such payment shall be deemed to be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness has may have been acceleratedissued, if this Article XV otherwise permits as their respective interests may appear, but only to the paymentextent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Company and the Holders in a written notice within 90 days of the date on which such payments are disbursed by the Company of the amounts outstanding under the Senior Indebtedness, distribution or acquisition at plus accrued interest thereon, and only the time amounts specified in such notice to the Company and the Holders shall be paid to the holders of such payment or acquisitionSenior Indebtedness.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness occurs Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond any applicable period such default shall not have been cured or waived or the benefits of grace (a "Payment Default"); orthis sentence waived by or on of the holders of Senior Indebtedness. (b) a defaultIn addition, other than a Payment Default, on during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as pursuant to which such default relates to accelerate its the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Nonpayment DefaultPAYMENT BLOCKAGE NOTICE") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the Trustee receives a notice requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the default Company on account of or with respect to the Securities, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Payment Blockage Notice"Notice by the Trustee and ending 179 days thereafter. (c) Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the Representative or Representatives date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360-day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of holders of at least a majority in principal amount of Senior Indebtedness then outstanding360 consecutive days. No Nonpayment Default default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Notice to the Trustee shall Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt Period by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured holder or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default has been acceleratedcured or waived for a period of not less than 90 consecutive days. (d) In the event that, if notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Article XV otherwise permits Section 13.02, such payment shall be held in trust for the paymentbenefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or acquisition at for the time benefit of the holders of such Senior Indebtedness, before any payment or acquisitiondistribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, Default on Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default shall have been cured or waived for a period of not less than 180 days. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company Company, with notice and evidence of the occurrence of (c) or (d) provided to the Trustee, may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (ic) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may not ------------------------------ pay principal of, or premium (if any) or interest on, the Notes or make any payment upon or in respect deposit pursuant to the provisions of the Notes (except in such subordinated securities) Article 12 and may not acquire from otherwise purchase, ---------- redeem or otherwise retire any Notes (collectively, "pay the Trustee or Notes") if (i) any Noteholder any Note for ------------- - Senior Indebtedness is not paid when due in cash or property Cash Equivalents or (ii) any -- other than securities that are subordinated to at least the same extent as the Note to default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Payment Default") unless, in either case, (x) the Payment Default has been ---------------- - cured or waived and any securities issued such acceleration has been rescinded in exchange for Senior Indebtednesswriting or (y) until all - such Senior Indebtedness has been paid in full if: (a) a default in cash or Cash Equivalents; provided that the Company may pay the Notes without regard to the foregoing if -------- the Company and the Trustee receive written notice 117 approving such payment of from the principal of, premium, if any, or interest on Representative for the Designated Senior Indebtedness occurs with respect to which the Payment Default has occurred and is continuing beyond continuing. In addition, during the continuance of any applicable period of grace default (a "Payment Default"); or (b) a default, other than a Payment Default, on ) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity effect such acceleration) or the expiration of any applicable grace period (a "Nonpayment Non-payment Default") and ), the Trustee receives a notice of Company ------------------- may not pay the default Notes for the period specified as follows (a "Payment Blockage ---------------- Period"). The Payment Blockage Period shall commence upon the receipt by the ------ Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of --------------- such Non-payment Default from the Representative for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and shall end on the earliest to occur of the following events: (i) 179 days shall - have elapsed since such receipt of such Blockage Notice, (ii) the Non-payment -- Default giving rise to such Blockage Notice is no longer continuing (and no other Payment Default or Representatives Non-payment Default is then continuing), (iii) such --- Designated Senior Indebtedness shall have been discharged or repaid in full in cash or Cash Equivalents or (iv) such Payment Blockage Period shall have been -- terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice. The Company shall promptly resume payments on the Notes, including any missed payments, after such Payment Blockage Period ends, unless the holders of such Designated Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists. Not more than one Blockage Notice may be given in any 360 consecutive day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than Bank Indebtedness, a Representative of holders of at least a majority Bank Indebtedness may give another Blockage Notice within such period. In no event may the total number of days during which any Payment Blockage Period is in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on effect extend beyond 179 days from the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of the relevant Blockage Notice, and there must be a 181 consecutive day period during any prior 360 consecutive day period during which no Payment Blockage Notice. The Company may and shall resume payments on and distributions Period is in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitioneffect.

Default on Senior Indebtedness. The Company may not make any payment upon of the principal (and premium, if any) or interest, if any, in respect of the Notes (except in such subordinated securities) Securities of a series and may not acquire from the Trustee or any Noteholder any Note Securities of that series for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its maturity maturity; and (a "Nonpayment Default"2) and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 16.4. The Company may and shall resume payments on and distributions in respect the Securities of the Notes that series and may acquire them upon the earlier ofSecurities of that series if and when: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, ; or (ii) in the case of a Nonpayment Default, 179 120 or more days pass after the date on which receipt by the applicable Payment Blockage Notice Company of the notice described in clause (2) above and the default is received, unless not then the maturity subject of such Senior Indebtedness has been accelerated, if judicial proceedings; and this Article XV Sixteen otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.4, and if such fact then shall have been known or thereafter shall have been made known to the Trustee or such Holder, as the case may be, pursuant to the terms of this Indenture, then and in such event such payment shall be paid over and delivered forthwith to the Company by or acquisitionon behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. The Company may not make any ------------------------------ payment upon of the principal (and premium, if any) or interest, if any, in respect of the Notes (except in such subordinated securities) Securities of a series and may not acquire from the Trustee or any Noteholder any Note Securities of that series for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a1) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its maturity maturity; and (a "Nonpayment Default"2) and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 16.4. The Company may and shall resume payments on and distributions in respect the Securities of the Notes that series and may acquire them upon the earlier ofSecurities of that series if and when: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, ; or (ii) in the case of a Nonpayment Default, 179 120 or more days pass after the date on which receipt by the applicable Payment Blockage Notice Company of the notice described in clause (2) above and the default is received, unless not then the maturity subject of such Senior Indebtedness has been accelerated, if judicial proceedings; and this Article XV Sixteen otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.4, and if such fact then shall have been known or thereafter shall have been made known to the Trustee or such Holder, as the case may be, pursuant to the terms of this Indenture, then and in such event such payment shall be paid over and delivered forthwith to the Company by or acquisition.on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in any of the Securities shall prevent the conversion by a Holder of any Securities for Capital Stock in accordance with any provisions for conversion of such

Default on Senior Indebtedness. The No payment (by set-off or otherwise) may be made by or on behalf of the Company may not make or a Guarantor, as applicable, on account of any payment upon or Obligation in respect of the Notes, including the principal of, premium, if any, or interest on the Notes (except in such subordinated securities) and may not acquire from including any repurchases of Notes), or on account of the Trustee or any Noteholder any Note redemption provisions of the Notes for cash or property (other than securities that are subordinated to at least Junior Securities), (i) upon the same extent as the Note to maturity of any Senior Indebtedness of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and any securities issued in exchange for Senior Indebtedness) until all principal of, premium, if any, and the interest on such Senior Indebtedness has been are first paid in full if: in cash or Cash Equivalents (aor such payment is duly provided for) a or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of the any principal of, premium, if any, or interest on Senior Indebtedness occurs of the Company or such Guarantor when it becomes due and is continuing beyond any applicable period of grace payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"); or , unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. Upon (bi) a default, the happening of an event of default other than a Payment Default, on Default that permits the holders of Senior Indebtedness occurs and is continuing that permits holders of the to declare such Senior Indebtedness as to which be due and payable and (ii) written notice of such event of default relates given to accelerate its maturity (a "Nonpayment Default") the Company and the Trustee receives a notice by the holders of the default an aggregate of at least $5.0 million principal amount outstanding of any Senior Indebtedness or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) from may be made by or on behalf of the Representative Company or Representatives of holders of at least a majority in principal amount of any Guarantor which is an obligor under such Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery account of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions Obligation in respect of the Notes Notes, including the principal of, premium, if any, or interest on the Notes, (including any repurchases of any of the Notes), or on account of the redemption provisions of the Notes, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and may acquire them upon the earlier of: (i) payable in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, its entirety within 179 days after the date on which Payment Notice is delivered as set forth above (the applicable "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required to pay all sums not paid to the holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice is receivedshall be given within a period of any 360 consecutive days, unless and (ii) no default that existed upon the maturity date of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits Payment Notice or the payment, distribution or acquisition at the time commencement of such payment Payment Blockage Period (whether or acquisitionnot such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).

Default on Senior Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any payment upon or in respect of the Notes (except in such subordinated securities) deposit pursuant to Section 8.01 and may not acquire otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the Trustee or any Noteholder any Note for cash or property trust described in Section 8.01) (other than securities that are subordinated to at least collectively, "pay the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior IndebtednessSecurities") until all Senior Indebtedness has been paid in full if: if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond or any applicable period other amount owing in respect of grace any Designated Senior Indebtedness of the Company is not paid when due, or (a "Payment Default"); or ii) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (bx) a defaultthe default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full. However, the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a Payment Default, on default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity (effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a "Nonpayment Default") and the Trustee receives a notice of the default period (a "Payment Blockage NoticePeriod") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after commencing upon the receipt by the Trustee (with a copy to the Company) of any prior written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Notice. The Company may Period and shall resume payments on and distributions in respect of the Notes and may acquire them upon the ending 179 days thereafter (or earlier of: if such Payment Blockage Period is terminated (i) in by written notice to the case of a Payment DefaultTrustee and the Company from the Person or Persons who gave such Blockage Notice, upon the date on which the default is cured or waived, or (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the case of a Nonpayment Default, 179 days after the date on which the applicable Payment default giving rise to such Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.no longer

Default on Senior Indebtedness. The Company may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Notes (except in such subordinated securities) Notes, or any Obligation with respect thereto, and may not acquire from the Trustee or any Noteholder Holder any Note Notes for cash or property (other than securities that are subordinated in right and priority of payment to at least the same extent as the Note Notes to (a) Senior Indebtedness of the Company and (b) any securities issued in exchange for Senior IndebtednessIndebtedness of the Company) until all principal and other Obligations with respect to the Senior Indebtedness has of the Company have been paid in full if: (ai) a default in the payment when due, whether upon acceleration or otherwise, of the principal of, premium, if any, or interest on any Senior Indebtedness of the Company occurs and is continuing beyond any applicable period of grace (a "Payment Default")period; or (bii) a default, any other than a Payment Default, default on Designated Senior Indebtedness of the Company occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of such default from the default Company, or from, or on behalf of, the holders of any such Designated Senior Indebtedness of the Company, stating that it is or such holders are invoking a payment blockage under this Section 11.03(ii) (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from ). If the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of Trustee receives any such Payment Blockage Notice to the Trustee shall benotice, or be made, the basis for a subsequent Payment Blockage Notice. No new period notice received within 365 days thereafter shall not be effective for purposes of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section. The Company may and shall resume payments on and distributions in respect of the Notes Notes, and all Obligations with respect thereto, and may acquire them upon the earlier ofwhen: (i1) in the case of a Payment Defaultpayment default as described in (i) above, upon the date on which the such default is cured or waived, orand (ii2) in the case of a Nonpayment Defaultnonpayment default as described in (ii) above, on the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any such Designated Senior Indebtedness of the Company has been accelerated, if and this Article XV otherwise permits the payment, distribution or acquisition payment at the time of such payment or acquisitionpayment.

Default on Senior Indebtedness. The Company may not make any payment upon of the Principal Amount, Issue Price, Redemption Price, Change in Control Purchase Price, or contingent interest, if any, in respect of the Notes (except Securities nor may the Company pay cash with respect to the Purchase Price or Change in such subordinated securities) and may not Control Purchase Price or acquire from the Trustee or any Noteholder any Note Securities for cash or property (except, in each case, for payments made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities, and except as otherwise provided by Article 11 and other than securities that are subordinated to at least for Common Stock of the same extent as the Note to Senior Indebtedness and Company) if: (1) a payment default on any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, premium, if any, or interest on Senior Indebtedness occurs occurred and is continuing beyond any applicable grace period of grace with respect thereto; or (a "Payment Default"); or (b2) a default, default (other than a Payment Default, default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its the maturity (a "Nonpayment Default") thereof and the Trustee default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default (a "Payment Blockage Notice") from on the Representative or Representatives of holders of at least a majority in principal amount same issue of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date shall not be effective for purposes of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Noticethis Section 10.04. The Company may and shall resume payments payment on and distributions in respect of the Notes Securities and may acquire them upon Securities if and when: (A) the earlier of: default referred to above is cured or waived; or (iB) in the case of a Payment Default, upon default referred to in clause (2) of the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Defaultpreceding paragraph, 179 or more days pass after the date on which receipt by the applicable Payment Blockage Notice is received, unless Company of the maturity of such Senior Indebtedness has been accelerated, if notice described in clause (2) above; and this Article XV 10 otherwise permits the payment, distribution payment or acquisition at that time. In the time event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment (except for a payment made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities) shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment or acquisitionof cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the event of an occurrence of the events described in this Section 10.04. The provisions of this Section shall not apply to any payment with respect to which Section 10.02 would be applicable.

Default on Senior Indebtedness. The Company may shall not make any payment or distribution upon or in respect of the Notes Securities (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property trust described in Article VIII) if (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (ai) a default in the payment of any Obligations with respect to Designated Senior Debt of the principal of, premium, if any, or interest on Senior Indebtedness Company occurs and is continuing beyond any applicable period of grace (a "Payment Defaultpayment default"); or ) or any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms or (bii) a default, other than a Payment Defaultpayment default, on Senior Indebtedness occurs and is continuing with respect to Designated Senior Debt of the Company that permits holders of the Designated Senior Indebtedness Debt of the Company as to which such default relates to accelerate its maturity (a "Nonpayment Defaultnon-payment default") and and, in the case of this clause (ii) only, the Trustee receives a notice of the such default (a "Payment Blockage Notice") from a Representative for, or the Representative or Representatives of holders of at least a majority in of the outstanding principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery amount, of any such Payment Blockage Notice to issue of Designated Senior Debt of the Trustee shall be, or be made, Company. Payments on the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company Securities may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: be resumed (ia) in the case of a Payment Defaultpayment default, upon the date on which the such default is cured or waivedwaived and, or (ii) in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a Nonpayment Defaultnon-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such any Designated Senior Indebtedness Debt of the Company has been accelerated, if this Article XV otherwise permits . No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the payment, distribution initial effectiveness of the immediately prior Payment Blockage Notice. No non-payment default that existed or acquisition was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (it being acknowledged that (x) any action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any Event of Default pursuant to any provision under which an Event of Default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice) shall constitute a new Event of Default for this purpose and (y) any breach of a financial covenant giving rise to a non-payment default for a period ending subsequent to the date of delivery of respective Payment Blockage Notice shall constitute a new event of default for this purpose) shall be, or acquisitionbe made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days.

Default on Senior Indebtedness. The Company may not ------------------------------- make any payment upon or in respect of the Notes Securities and may not otherwise purchase, redeem or otherwise retire any Securities (except in such subordinated securities) and may not acquire Subordinated Reorganization Securities or from the Trustee trust described in Section 8.02) or make any Noteholder any Note for cash or property deposit described in Section 8.02 if (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (ai) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company (or any other Senior Indebtedness having a principal amount at the time of determination in excess of $25,000,000) occurs and is continuing beyond or (ii) any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness default occurs and is continuing that with respect to Designated Senior Indebtedness of the Company which permits holders of the Designated Senior Indebtedness of the Company as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the such default (a "Payment Blockage Notice") from the holders or the Representative or Representatives of the holders of at least a majority in principal amount of the Designated Senior Indebtedness then outstandingof the Company. No Nonpayment Default that existed or was continuing Payments on the date of delivery of any such Payment Blockage Notice to the Trustee Securities shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: resumed (ia) in the case of a Payment Defaultpayment default, upon the date on which the such default is cured or waived, or waived and (iib) in the case of a Nonpayment Defaultnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such the Designated Senior Indebtedness of the Company has been accelerated, if this Article XV otherwise permits . No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until 360 days have elapsed since the payment, distribution or acquisition at effectiveness of the time of such payment or acquisitionimmediately prior Payment Blockage Notice.

Default on Senior Indebtedness. The Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may not make make, and neither the Trustee or any Holder may accept, any payment upon or with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (except b) regularly scheduled payments of principal in such subordinated securitiesrespect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may not acquire from be made by the Company or any Restricted Subsidiary or received by the Trustee or any Noteholder any Note for cash or property Holder if: (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (ai) a default in the payment of the principal ofprincipal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace grace; or (a "Payment Default"); or (bii) a default, any other than a Payment Default, on Senior Indebtedness default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a written notice of the such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or Representatives waived or otherwise has ceased to exist, and (2) in the case of holders a non-payment default, the earlier of at least the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a majority "Payment Blockage Period"), unless, in principal amount the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness then outstandingshall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No Nonpayment Default non-payment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new , unless the same shall have ceased to exist for a period of payment blockage may be commenced within 360 days after at least 60 consecutive days. Following the receipt by the Trustee expiration of any prior period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice. The , the Company may will be obligated to resume making any and shall resume all required payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of Notes, including without limitation any missed payments, unless either a Payment Default, upon the date on which the payment default is cured in existence or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such any Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of and such payment or acquisitionacceleration remains in full force and effect.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) If there exists a default in the payment when due (whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the principal of, premiumrequisite percentage of the holders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on this Note which the Holder would then be entitled to receive, but for the provisions of this Section 4.3(a), shall instead be paid over to the holders of such Senior Indebtedness occurs (or their Representative, if any) until all amounts of Senior Indebtedness then due and is continuing beyond payable have been paid in full, prior to any applicable period direct or indirect payment by or on behalf of grace (a "Payment Default"); orthe Company to the Holder of any principal of or interest on this Note. (b) a defaultThe Company may not, other than a Payment Defaultdirectly or indirectly, make, and the Holder may not ask, demand, take or receive from or on Senior Indebtedness occurs and is continuing that permits holders behalf of the Senior Indebtedness as to which such default relates to accelerate its maturity Company, any payment on account of the principal of or interest on this Note during the period (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice"“Deferral Period”) from the Representative or Representatives of holders of at least date the Company and/or the Holder receive from a majority in principal amount holder of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage notice (a “Deferral Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier ”) of: (i) in the case existence of a Payment Default, upon the date on which the default is cured or waived, ; or (ii) the existence of any event of default (other than a Payment Default) under any agreement or instrument pursuant to which any Senior Indebtedness is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”); until the earlier of (i) the date such Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (ii) the one hundred eightieth (180th) day after receipt by the Company and/or by the Holder of this Note of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Payment Default or Specified Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Covenant Defaults shall be effective until the later of (1) the date such subsequent Deferral Notice is received by the Company and the holders of Notes and (2) the three hundred sixty-fifth (365th) day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five (5) Business Days’ prior written notice of any proposed demand for payment or institution of proceedings with respect to this Note (which notice may be given during a Deferral Period provided that the proposed demand for payment is not to be made or the proposed proceedings are not to be instituted until the expiration of such Deferral Period). (c) Upon termination of any Deferral Period the Company shall resume payments on account of the principal of and interest on this Note subject to the obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Note pursuant to the provisions of, and in the case circumstances specified in, this Section 4. (d) During the first one hundred twenty (120) days of any Deferral Period, payment on account of this Note may not be accelerated unless a voluntary Insolvency or Liquidation Proceeding shall be instituted by the Company or an involuntary Insolvency or Liquidation Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of sixty (60) days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five (5) Business Days’ prior written notice of any proposed acceleration with respect to this Note (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (e) In the event that, notwithstanding the foregoing provisions of this Section 4.3, any payment shall be made by or on behalf of the Company and received by the Holder at a time after the giving of a Nonpayment DefaultDeferral Notice and during a Deferral Period, 179 days then such payment shall be held in trust for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness remaining unpaid or their respective Representatives, for application to the payment in full of all Senior Indebtedness in accordance with its terms (after giving effect to any prior or substantially concurrent payment to the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionIndebtedness).

Default on Senior Indebtedness. The Company also may not make any payment of principal, premium and interest on the Notes upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee whether on account of principal, interest, premiums or any Noteholder any Note for cash or property otherwise (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued set forth in exchange for Senior IndebtednessSection 11.2(b) until all Senior Indebtedness has been paid in full hereof) if: : (ai) a default in the payment of the principal ofprincipal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace grace; or (a "Payment Default"); or (bii) a default, any other than a Payment Default, on Senior Indebtedness default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a written notice of the such default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such Default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other Default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice to is received, unless, in the Trustee shall be, case of either clause (1) or be made(2), the basis for a subsequent Payment Blockage Noticematurity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company may and shall resume is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and distributions all required payments in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment DefaultNotes, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is receivedincluding without limitation any missed payments, unless the maturity of such any Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of and such payment or acquisitionacceleration remains in full force and effect.

Default on Senior Indebtedness. The Company may not make In the event and during the continuation of any default by the Corporation in the payment upon of principal, premium, interest or any other payment due on any Senior Indebtedness, or in respect the event that the maturity of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) accelerated because of a default and such acceleration has not been rescinded or canceled, then, in either case, no payment shall be made by the payment of Corporation with respect to the principal of(including prepayment payments) of (or premium, premiumif any) or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). This restriction does not apply if the total amount outstanding for such Senior Indebtedness in default is less than $100,000; PROVIDED, such default does not relate to the indebtedness under the loan agreement by and between the Corporation and LaSalle National Bank currently outstanding as of the date hereof. In the event of the acceleration of the maturity of the Securities, then no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of (or premium, if any) or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of all Senior Indebtedness occurs and is continuing beyond any applicable period outstanding at the time of grace (a "Payment Default"); or (b) a defaultsuch acceleration shall receive payment, other than a Payment Defaultin full, of all Allocable Amounts due on or in respect of such Senior Indebtedness occurs (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment is received by the Debenture Trustee, or any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and is continuing shall be paid over or delivered by the Debenture Trustee (if the notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that permits the holders of the Senior Indebtedness as to which (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice payment of the default (a "Payment Blockage Notice") from Allocable Amounts then due and owing on such Senior Indebtedness, and only the Representative or Representatives of holders of at least a majority Allocable Amounts specified in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any such Payment Blockage Notice notice to the Debenture Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) in the case of a Payment Default, upon the date on which the default is cured or waived, or (ii) in the case of a Nonpayment Default, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity holders of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisitionIndebtedness.

Default on Senior Indebtedness. The Company may not make any payment upon or distribution to the Trustee, any Paying Agent or any holder of Notes in respect of Obligations with respect to the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder holder of Notes any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) Notes until all Senior Indebtedness has been paid in full in cash or U.S. Government Obligations or other payment satisfactory to the holders of the Senior Indebtedness if: (ai) a default in the payment of the any principal of, premium, if any, interest, rent or interest on other Obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable grace period of grace (a "Payment Default")in the agreement, indenture or other document governing such Senior Indebtedness; or (bii) a default, other than a Payment Defaultpayment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the such Designated Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Company or a Representative or Representatives holder of holders Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to this Section 6.3, no subsequent Payment Blockage Notice shall be effective for purposes of such Section unless and until (i) at least a majority 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in principal amount of Senior Indebtedness then outstandingfull in cash. No Nonpayment Default nonpayment default that existed or was continuing on the date of delivery of any such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Payment Default, upon the date on which the default is cured or waived, or (iireferred to in Section 6.3(ii) in the case of a Nonpayment Defaulthereof, 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of such Designated Senior Indebtedness has not been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment payment, distribution or acquisition.